Common use of Taxes and Returns Clause in Contracts

Taxes and Returns. (a) Each Target Company has or will have timely filed, or caused to be timely filed, all Tax Returns and reports required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Return. Each Target Company has complied with all applicable Laws relating to Tax. (b) There is no current pending or, to the Knowledge of the Company, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against a Target Company in respect of any Tax, and no Target Company has been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established). (d) There are no Liens with respect to any Taxes upon any Target Company’s assets, other than Permitted Liens. (e) Each Target Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any amount of Taxes. There are no outstanding requests by a Target Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (g) No Target Company has made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (h) No Target Company has any Liability for the Taxes of another Person (other than another Target Company) (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwise. No Target Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the Company or its Subsidiaries with respect to any period following the Closing Date. (i) No Target Company has requested, or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding.

Taxes and Returns. (a) Each Target Company has or will have timely filed, or caused to be timely filed, all material federal, state, local and foreign Tax Returns and reports required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Return. Each Target Company has complied with all applicable Laws relating to Taxestablished. (b) There is no current material Action currently pending or, to the Knowledge of the Company, or threatened Action in writing against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no formal claims, assessments, audits, examinations, investigations or other Actions pending against a Target Company in respect of any Tax, and no Target Company has been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established). (d) There are no material Liens with respect to any Taxes upon any Target Company’s assets, other than Permitted Liens. (e) Each Target Company has collected or withheld all material Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any amount of Taxes. There are no outstanding requests by a Target Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (g) No Target Company has made any change in accounting method (except as required by a change in Law) or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (h) No Target Company has participated in, or sold, distributed or otherwise promoted, any “reportable transaction,” as defined in U.S. Treasury Regulation section 1.6011-4. (i) No Target Company has any material Liability or potential material Liability for the Taxes of another Person (other than another Target Company) that are not adequately reflected in the Company Financials (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwiseotherwise (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes). No Target Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes or with another Target Company) with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the any Target Company or its Subsidiaries with respect to any period following the Closing Date. (ij) No Target Company has requested, or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding.

Taxes and Returns. (a) Each Target Company has or will have timely filed, or caused to be timely filed, all Tax Returns and reports required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Return. Each Target Company has complied with all applicable Laws relating to Tax. (b) There is no current pending or, to the Knowledge of the Company, or threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against a Target Company in respect of any Tax, and no Target Company has been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established). (d) There are no Liens with respect to any Taxes upon any Target Company’s assets, other than Permitted Liens. (e) Each Target Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any amount of Taxes. There are no outstanding requests by a Target Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (g) No Target Company has made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (h) No Target Company has any Liability for the Taxes of another Person (other than another Target Company) (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwise. No Target Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the Company or its Subsidiaries with respect to any period following the Closing Date. (i) No Target Company has requested, or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding.

Taxes and Returns. (a) Each Target The Company and each of its subsidiaries has or will have timely filed, or caused to be timely filed, all Tax Returns and reports (as defined below) required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respectsit, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes (as defined below) required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials Financial Statements have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Return. Each Target Company has complied with all applicable Laws relating to Tax. (b) There is no current pending or, to the Knowledge of the Company, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pendingestablished. There are no claims, assessments, audits, examinations, investigations claims or other Actions assessments pending against a Target the Company or any of the Company Subsidiaries for any alleged deficiency in respect of any Tax, and no Target the Company has not been notified in writing of any proposed Tax claims or assessments against it the Company or any of the Company Subsidiaries (other than, in each case, claims or assessments for which adequate reserves in the Company Financials Financial Statements have been establishedestablished or which are being contested in good faith or are immaterial in amount). (d) There are no Liens with respect to . Neither the Company nor any Taxes upon any Target Company’s assets, other than Permitted Liens. (e) Each Target of the Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company Subsidiaries has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by a Target the Company or any of the Company Subsidiaries for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Returnreturn. There are no liens for material amounts of Taxes on the assets of the Company or any of the Company Subsidiaries except for statutory liens for current Taxes not yet due and payable. (gb) No Target None of the Company or any of the Company Subsidiaries has taken or agreed to take any action that would prevent the Merger from constituting a reorganization qualifying under the provisions of Section 368(a) of the Code. (c) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (either alone or in combination with another event) will not result in any payment (whether of severance pay, unemployment compensation, golden parachute, bonus or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee or director of the Company or any of the Company Subsidiaries. (d) None of the Company or any of the Company Subsidiaries has been a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposes other than a group of which the Company is or was the common parent corporation. (e) None of the Company or any of the Company Subsidiaries has made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority that would could reasonably be expected to have a material impact on its Taxes Company Material Adverse Effect following the Closing. (hf) No Target None of Company has or any Liability for of the Taxes of another Person (other than another Target Company) (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwise. No Target Company Subsidiaries is a party to or bound currently being audited by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on taxing authority and none of the Company or any of its Subsidiaries with respect to has been notified by any period following the Closing Datetax authority that any such audit is contemplated or pending. (ig) No Target Company has requestedFor purposes of this Agreement, the term "Tax" shall mean any tax, custom, duty, governmental fee or is the subject other like assessment or charge of or bound any kind whatsoever, imposed by any private letter rulingGovernmental Authority (including, technical advice memorandumbut not limited to, closing agreement any federal, state, local, foreign or similar rulingprovincial income, memorandum gross receipts, property, sales, use, license, excise, franchise, employment, payroll, alternative or agreement added minimum, ad valorem, transfer or excise tax) together with any interest, addition or penalty imposed thereon. The term "Tax Return" shall mean a report, return or other information (including any attached schedules or any amendments to such report, return or other information) required to be supplied to or filed with a Governmental Authority with respect to any TaxesTax, nor is any such request outstandingincluding an information return, claim for refund, amended return or declaration or estimated Tax.

Taxes and Returns. (a) Each Target Company The Seller has or will have timely filed, or caused to be timely filed, all material Tax Returns returns and reports required to be filed by it the Seller (taking into account all available extensions) (collectively, “Tax Returns”), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Seller Financials have been established in accordance with GAAP. Schedule 4.14(aestablished. (b) Section 3.18(b) of the Seller Disclosure Letter sets forth each jurisdiction in which each Target Company where the Seller files or is required to file a Tax Return. Each Target Company has complied with all applicable Laws relating to Tax. (b) There is no current pending or, to the Knowledge of the Company, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company The Seller is not being audited by any Tax taxing authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. . (d) There are no material claims, assessments, audits, examinations, investigations or other Actions proceedings pending against a Target Company the Seller in respect of any Tax, and no Target Company the Seller has not been notified in writing of any proposed Tax claims or assessments against it the Seller (other than, in each case, claims or assessments for which adequate reserves in the Company Seller Financials have been established). (de) There are no Liens Encumbrances with respect to any Taxes upon any Target Companyof the Seller’s assets, other than Permitted Liens. (ei) Each Target Company has collected Taxes, the payment of which is not yet due, or withheld all (ii) Taxes currently required to be collected or withheld charges being contested in good faith by it, appropriate proceedings and all such Taxes for which adequate reserves in the Seller Financials have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when dueestablished. (f) No Target Company The Seller has any no outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by a Target Company the Seller for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (g) No Target Company The Seller has not made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closingdate hereof. (h) No Target Company The Seller has any Liability no liability or potential liability for the Taxes of another Person (other than another Target Company) (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwise. No Target Company . (i) The Seller is not a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice with respect to material Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authoritytaxing authority) that will be binding on the Company or its Subsidiaries Seller with respect to any period following the Closing Datedate hereof. (ij) No Target Company The Seller has requested, not requested or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority taxing authority with respect to any material Taxes, nor is any such request outstanding.

Taxes and Returns. (a) Each Target Company Entity has or will have timely filed, or caused to be timely filed, all material federal, state, local and foreign Tax Returns and reports required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Seller Financials have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Return. Each Target Company has complied with all applicable Laws relating to Taxestablished. (b) There is no current material Action currently pending or, to the Knowledge of the Company, or threatened Action in writing against a Target Company Entity by a Governmental Authority in a jurisdiction where the Target Company Entity does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company Entity is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no formal claims, assessments, audits, examinations, investigations or other Actions pending against a Target Company Entity in respect of any Tax, and no Target Company Entity has been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Seller Financials have been established). (d) There are no material Liens with respect to any Taxes upon any Target CompanyEntity’s assets, other than Permitted Liens. (e) Each Target Company Entity has collected or withheld all material Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company Entity has any outstanding waivers or extensions of any applicable statute of limitations to assess any amount of Taxes. There are no outstanding requests by a Target Company Entity for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (g) No Target Company Entity has made any change in accounting method (except as required by a change in Law) or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (h) No Target Company Entity has participated in, or sold, distributed or otherwise promoted, any “reportable transaction,” as defined in U.S. Treasury Regulation section 1.6011-4. (i) No Target Entity has any material Liability or potential material Liability for the Taxes of another Person (other than another Target CompanyEntity) that are not adequately reflected in the Seller Financials (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwiseotherwise (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes). No Target Company Entity is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes or with another Target Entity) with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the Company or its Subsidiaries any Target Entity with respect to any period following the Closing Date. (ij) No Target Company Entity has requested, or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding.

Taxes and Returns. (a) Each Target Company has or will have timely filed, or caused to be timely filed, all Tax Returns and reports required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Return. Each Target Company has complied in all material respects with all applicable Laws relating to Tax. (b) There is no current pending or, to the Knowledge of the Company, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against a Target Company in respect of any Tax, and no Target Company has been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been establishedestablished or are immaterial in amount). (d) There are no Liens with respect to any Taxes upon any Target Company’s assets, other than Permitted Liens. (e) Each Target Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any amount of Taxes. There are no outstanding requests by a Target Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (g) No Target Company has made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (h) No Target Company has any Liability for the Taxes of another Person (other than another Target Company) (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwise. No Target Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the Company or its Subsidiaries with respect to any period following the Closing Date. (i) No Target Company has requested, or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding.

Taxes and Returns. (a) Each Target Company has or will have timely filed, or caused to be timely filed, all federal, state, local and foreign Tax Returns and reports required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Returnestablished. Each Target Company has complied with all applicable Laws relating to Tax. (b) There is no current pending or, to the Knowledge of the Company, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no written or, to the Knowledge of the Company, oral claims, assessments, audits, examinations, investigations or other Actions pending against a Target Company in respect of any Tax, and no Target Company has been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established). (d) There are no Liens with respect to any Taxes upon any Target Company’s assets, other than Permitted Liens. (e) Each Target Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any amount of Taxes. There are no outstanding requests by a Target Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (g) No Target Company has made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (h) No Target Company has participated in, or sold, distributed or otherwise promoted, any “reportable transaction,” as defined in Treasury Regulation section 1.6011-4. (i) No Target Company has any Liability for the Taxes of another Person (other than another Target Company) (i) under any applicable Tax LawLaw related to Tax, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwise. No Target Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authoritytaxing authority) that will be binding on the Company Transaction Surviving Corporation or its Subsidiaries with respect to any period following the Closing Date. (ij) No Target Company has requested, or is it the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority taxing authority with respect to any Taxes, nor is any such request outstanding.

Taxes and Returns. (a) Each Target The Company has or will have timely filed, or caused to be timely filed, all federal, state, local and foreign Tax Returns and reports required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established in accordance with GAAPestablished. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Return. Each Target The Company has complied with all applicable Laws relating to Tax. (b) There is no current Action currently pending or, to the Knowledge of the Company, threatened Action against a Target any of the Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target The Company is not being audited by any Tax authority or nor has it been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against a Target the Company in respect of any Tax, and no Target the Company has not been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established). (d) There are no Liens with respect to any Taxes upon any Target of the Company’s ’ assets, other than Permitted Liens. (e) Each Target The Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target The Company has any no outstanding waivers or extensions of any applicable statute of limitations to assess any amount of Taxes. There are no outstanding requests by a Target any of the Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (g) No Target The Company has not made any change in accounting method (except as required by a change in Law) or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (h) No Target The Company has not participated in, or sold, distributed or otherwise promoted, any “reportable transaction,” as defined in U.S. Treasury Regulation Section 1.6011-4. (i) The Company has no Liability or potential Liability for the Taxes of another Person (other than another Target Company) that are not adequately reflected in the Company Financials (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwiseotherwise (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes). No Target The Company is not a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes) with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on any of the Company or its Subsidiaries with respect to any period following the Closing Date. (ij) No Target The Company has requested, not requested or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding. (k) The Company: (i) has not constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of securities (to any Person or entity that is not a member of the consolidated group of which the Company is the common parent corporation) qualifying for, or intended to qualify for, Tax-free treatment under Section 355 of the Code (A) within the two-year period ending on the date hereof or (B) in a distribution which could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with the transactions contemplated by this Agreement; or (ii) is not and has never been (A) a U.S. real property holding corporation within the meaning of Section 897(c)(2) of the Code, or (B) a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposes other than a group of which the Company is or was the common parent corporation. (l) The Company is not aware of any fact or circumstance that would reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

Taxes and Returns. (a) Each Target Except as set forth in Section 2.18(a) of the Disclosure Schedule, each of the Company and its subsidiaries has or will have timely filed, or caused to be timely filed, all Tax Returns and reports (as defined below) required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respectsit, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes (as defined below) required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Return. Each Target Company has complied with all applicable Laws relating to Tax. (b) There is no current pending or, to the Knowledge of the Company, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pendingestablished. There are no claims, assessments, audits, examinations, investigations claims or other Actions assessments pending against a Target the Company or any of its subsidiaries for any alleged deficiency in respect of any Tax, and no Target neither the Company nor any of its subsidiaries has been notified in writing of any proposed Tax claims or assessments against it the Company or any of its subsidiaries (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been establishedestablished or which are being contested in good faith or are immaterial in amount). (d) There are no Liens with respect to . Neither the Company nor any Taxes upon any Target Company’s assets, other than Permitted Liens. (e) Each Target Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company of its subsidiaries has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by a Target the Company or any subsidiaries for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Returnreturn. There are no liens for material amounts of Taxes on the assets of the Company nor any of its subsidiaries except for statutory liens for current Taxes not yet due and payable. (gb) No Target The Company has not constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock (to any person or entity that is not a member of the consolidated group of which the Company is the common parent corporation) qualifying for tax-free treatment under Section 355 of the Code (i) within the two-year period ending on the date hereof or (ii) in a distribution which could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with the Merger. (c) Except as set forth in Section 2.18(c) of the Company Disclosure Schedule, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (either alone or in combination with another event) will not result in any payment (whether of severance pay, unemployment compensation, golden parachute, bonus or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee or director of the Company. (d) The Company is not and has never been (i) a United States Real Property Holding Corporation within the meaning of Section 897(c)(2) of the Code or (ii) a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposes other than a group of which the Company is or was the common parent corporation. (e) The Company has not made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes Company Material Adverse Effect following the Closing. (hf) No Target Neither the Company has nor any Liability for the Taxes of another Person (other than another Target Company) (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwise. No Target Company its subsidiaries is a party to or bound currently being audited by any Tax indemnity agreement, Tax sharing agreement taxing authority or Tax allocation agreement has been notified by any tax authority that any such audit is contemplated or similar agreement, arrangement or practice with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the Company or its Subsidiaries with respect to any period following the Closing Datepending. (ig) No Target Company has requestedFor purposes of this Agreement, the term “Tax” or is the subject “Taxes” shall mean any tax, custom, duty, governmental fee or other like assessment or charge of or bound any kind whatsoever, imposed by any private letter rulingGovernmental Authority (including, technical advice memorandumbut not limited to, closing agreement any federal, state, local, foreign or similar rulingprovincial income, memorandum gross receipts, property, sales, use, license, excise, franchise, employment, payroll, alternative or agreement added minimum, ad valorem, transfer or excise tax) together with any interest, addition or penalty imposed thereon. The term “Tax Return” shall mean a report, return or other information (including any attached schedules or any amendments to such report, return or other information) required to be supplied to or filed with a Governmental Authority with respect to any TaxesTax, nor is any such request outstandingincluding an information return, claim for refund, amended return or declaration or estimated Tax.

Taxes and Returns. (a) Each Target The Company has or will have timely filed, or caused to be timely filed, all Tax Returns and reports required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established in accordance with GAAPIFRS. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Return. Each Target The Company has complied with all applicable Laws relating to Tax. (b) There is no current pending or, to the Knowledge of the Company, threatened Action against a Target the Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target The Company is not being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against a Target the Company in respect of any Tax, and no Target the Company has not been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established). (d) There are no Liens with respect to any Taxes upon any Target the Company’s assets, other than Permitted Liens. (e) Each Target The Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target The Company has does not have any outstanding waivers or extensions of any applicable statute of limitations to assess any amount of Taxes. There are no outstanding requests by a Target the Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (g) No Target The Company has not made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (h) No Target The Company has does not have any Liability for the Taxes of another Person (other than another Target Company) (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwise. No Target The Company is not a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the Company or its Subsidiaries with respect to any period following the Closing Date. (i) No Target The Company has not requested, or nor is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding.

Taxes and Returns. (a) Each Target Company The Purchaser has or will have timely filed, or caused to be timely filed, all material Tax Returns and reports required to be filed by it (taking into account all available extensions)it, which such Tax Returns are true, accurate, correct accurate and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Purchaser Financials have been established in accordance with GAAP. The Purchaser has complied with all applicable Laws relating to Taxes. Schedule 4.14(a3.10(a) sets forth each jurisdiction in which each Target Company where the Purchaser files or is required to file a Tax Return. Each Target Company has complied with all applicable Laws relating to Tax. (b) There is no current pending or, to the Knowledge of the Company, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions proceedings pending against a Target Company the Purchaser in respect of any Tax, and no Target Company the Purchaser has not been notified in writing of any proposed Tax claims or assessments against it the Purchaser (other than, in each case, claims or assessments for which adequate reserves in the Company Purchaser Financials have been establishedestablished in accordance with GAAP or are immaterial in amount). (d) . There are no Liens with respect to any Taxes upon any Target Companyof the Purchaser’s assets, other than Permitted Liens. (e) Each Target Company . The Purchaser has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company has any no outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by a Target Company the Purchaser for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (gb) No Target Company Since the date of its formation, the Purchaser has made not (i) changed any Tax accounting methods, policies or procedures except as required by a change in accounting method or received a ruling fromLaw, (ii) made, revoked, or signed an amended any material Tax election, (iii) filed any amended Tax Returns or claim for refund or (iv) entered into any closing agreement withaffecting or otherwise settled or compromised any material Tax liability or refund. (c) To the Knowledge of Purchaser, any taxing authority there are no facts or circumstances that would reasonably be expected to have a material impact on its Taxes following prevent the Closing. (h) No Target Company has any Liability for the Taxes of another Person (other than another Target Company) (i) under any applicable Tax Law, (ii) Merger from qualifying as a transferee or successor, or (iii“reorganization” within the meaning of Section 368(a) by contract, indemnity or otherwise. No Target Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on of the Company or its Subsidiaries with respect to any period following the Closing DateCode. (i) No Target Company has requested, or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding.

Taxes and Returns. The Company and each of its subsidiaries have duly and timely filed all returns, statements, reports, declarations and other forms and documents (a) Each Target Company has or will have timely filedincluding, or caused to be timely filedwithout limitation, all Tax Returns estimated and employment tax returns and reports and information returns and reports, including information returns on Internal Revenue Service Form 5471, Information Return of U.S. Persons With Respect to Certain Foreign Corporations, and information reports concerning interests in foreign bank and financial accounts on TD F 90-22.1, Report of Foreign Bank and Financial Accounts) (“Returns”) required pursuant to applicable law to be filed by it (taking into account all available extensions), which Tax with any taxing or other governmental authority. All such Returns are true, accurate, complete and correct and complete in all material respects, and the Company and each of its subsidiaries has paidduly and timely paid all Taxes due with respect to such Returns and has duly and timely paid all Taxes imposed on or assessed against the Company or such subsidiary. In addition, adequate provisions have been and are reflected in the Company Financial Statements for all current taxes and other charges to which the Company or any of its subsidiaries is subject and which are not currently due and payable. None of the Returns of the Company or any of its subsidiaries have been audited by the Internal Revenue Service or any other taxing or other governmental authority. The Company has no knowledge of any additional assessments, adjustments or contingent tax liability (whether federal or state) of any nature whatsoever, whether pending or threatened against the Company or any of its subsidiaries for any period, nor of any basis for any such assessment, adjustment or contingency. The Company and each of its subsidiaries have duly and timely withheld or collected or withheld, or caused to be paid, collected or withheld, all Taxes required to be paidwithheld or collected from any payments made (or deemed made) , collected or withheld, other than such Taxes for which adequate reserves in and has duly and timely paid the Company Financials have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Return. Each Target Company has complied with all applicable Laws relating to Tax. (b) There is no current pending or, same to the Knowledge proper taxing or other governmental authority. For purposes of this Agreement, the Companyterm “Tax” (and, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. with correlative meaning, “Taxes” and “Taxable”) means (cx) No Target Company is being audited by any Tax authority or has been notified in writing orand all taxes, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claimsfees, assessments, audits, examinations, investigations or charges of any kind whatsoever imposed by a taxing or other Actions pending against a Target Company in respect governmental authority, including, without limitation, any net income, alternative or add-on minimum tax, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, value added, net worth, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental or windfall profit tax, custom, duty or other tax, governmental fee or other like assessment or charge of any Taxkind whatsoever imposed by a taxing or other governmental authority, and no Target Company has been notified in writing together with any interest or any penalty, addition to tax or additional amount with respect thereto or relating to any Return, (y) any liability for the payment of any proposed Tax claims or assessments against it amounts of the type described in (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established). (d) There are no Liens with respect to any Taxes upon any Target Company’s assets, other than Permitted Liens. (e) Each Target Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any amount of Taxes. There are no outstanding requests by a Target Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (g) No Target Company has made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (h) No Target Company has any Liability for the Taxes of another Person (other than another Target Company) (i) under any applicable Tax Law, (iix) as a result of being a member of an affiliated, consolidated, combined or unitary group for any taxable period or as the result of being a transferee of or successorsuccessor to any other person, and (z) any liability for the payment of any amounts of the type described in (x) or (iiiy) by contract, indemnity as a result of any express or otherwise. No Target Company is a party implied obligation to or bound by indemnify any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the Company or its Subsidiaries with respect to any period following the Closing Dateperson. (i) No Target Company has requested, or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding.

Taxes and Returns. (a) Each Target Company has or will have timely filed, or caused to be timely filed, all federal, state, local and foreign Tax Returns and reports required to be filed by it (taking into account all available extensionsextensions that are automatically granted as a matter of law), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Returnestablished. Each Target Company has complied with all applicable Laws relating to Tax. (b) There is no current Action currently pending or, to the Knowledge of the Company, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations investigations, or other Actions pending pending, or to the knowledge of the Company, threatened against a Target Company in respect of any Tax, and no Target Company has been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established). (d) There are no Liens with respect to any Taxes upon any Target Company’s assets, other than Permitted Liens. (e) Each Target Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any amount of Taxes. There are no outstanding requests by a Target Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (g) No Target Company has made any change in accounting method (except as required by a change in Law) or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (h) No Target Company has participated in, or sold, distributed or otherwise promoted, any “reportable transaction,” as defined in U.S. Treasury Regulation section 1.6011-4. (i) No Target Company has any Liability or potential Liability for the Taxes of another Person (other than another Target Company) that are not adequately reflected in the Company Financials (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwiseotherwise (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes). No Target Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes) with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the any Target Company or its Subsidiaries with respect to any period following the Closing Date. (ij) No Target Company has requested, or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding.

Taxes and Returns. (a) Each Target Company has or will have timely filed, or caused to be timely filed, all federal, state, local and foreign Tax Returns and reports required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Returnestablished. Each Target Company has complied with all applicable Laws relating to Tax. (b) There is no current Action currently pending or, to the Knowledge of the Company, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against a Target Company in respect of any Tax, and no Target Company has been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established). (d) There are no Liens with respect to any Taxes upon any Target Company’s assets, other than Permitted Liens. (e) Each Target Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any amount of Taxes. There are no outstanding requests by a Target Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (g) No Target Company has made any change in accounting method (except as required by a change in Law) or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (h) No Target Company has participated in, or sold, distributed or otherwise promoted, any “reportable transaction,” as defined in U.S. Treasury Regulation section 1.6011-4. (i) No Target Company has any Liability or potential Liability for the Taxes of another Person (other than another Target Company) that are not adequately reflected in the Company Financials (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwiseotherwise (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes). No Target Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes) with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the any Target Company or its Subsidiaries with respect to any period following the Closing Date. (ij) No Target Company has requested, or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding.

Taxes and Returns. (a) Each Target GCL Company has or will have timely filed, or caused to be timely filed, all income and other material Tax Returns and reports required to be filed by it (taking into account all available extensions)it, which Tax Returns are true, accurate, correct and complete in all material respects, and . Each GCL Company has timely paid, collected or withheld, or caused to be timely paid, collected or withheld, all material Taxes required to be paid, collected or withheldpaid by it, other than such Taxes being contested in good faith by appropriate proceedings and for which adequate reserves in the Company Financials have been established in the Unaudited Company Financial Statements in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Return. Each Target Company has complied with all applicable Laws relating to Tax. (b) There is no current pending orEach GCL Company has complied in all material respects with all applicable Tax Laws relating to withholding and remittance of Taxes, and all material amounts of Taxes required by applicable Tax Laws to be withheld by a GCL Company have been withheld and timely paid over to the Knowledge of the Companyappropriate Governmental Authority, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is including with respect to any amounts owing to or may be subject to taxation by that jurisdictionfrom any employee, independent contractor, shareholder, creditor, or other third party. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no material claims, assessments, audits, examinations, investigations or other Actions pending pending, in progress or threatened against a Target Company any GCL Company, in respect of any Tax, and no Target GCL Company has been notified in writing of any material proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established)any GCL Company. (d) There are no material Liens with respect to any Taxes upon any Target GCL Company’s assets, other than Permitted Liens. (e) Each Target Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) . No Target GCL Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by a Target any GCL Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown Taxes. No written claim which remains outstanding has been made by any Governmental Authority with respect to a jurisdiction in which a GCL Company does not file a Tax Return that such GCL Company is or may be due on subject to Tax in that jurisdiction that would be the subject of or covered by such Tax Return. (e) No GCL Company has, or has ever had, a permanent establishment, branch or representative office in any country other than the country of its organization, and no GCL Company is treated for any Tax Returnpurpose as a resident in a country other than the country of its incorporation or formation. (f) No GCL Company is or, to the Knowledge of the Company, has ever been a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposes (other than a group the common parent of which is or was the Company). To the Knowledge of the Company, no GCL Company has any liability for the Taxes of another Person under Treasury Regulation Section 1.1502-6 (or similar provision of state, local or non-U.S. Law), as a transferee or successor, by contract, or otherwise. No GCL Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement, Tax allocation agreement or similar agreement, arrangement or practice with respect to Taxes (including any closing agreement or other agreement relating to Taxes with any Governmental Authority). (g) No Target GCL Company has requested, or is the subject of or bound by any material private letter ruling, technical advice memorandum, closing agreement, settlement agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to Taxes, nor is any such request outstanding. (h) No GCL Company has made any change in accounting method or received (except as required by a ruling from, or signed an agreement with, any taxing authority change in Law) that would reasonably be expected to have a material impact on its Taxes following the Closing. (hi) Each GCL Company is duly registered for Value Added Tax in all jurisdictions in which it is required to be registered and has complied in all material respects with all requirements concerning Value Added Tax. (j) No Target GCL Company has any Liability for the Taxes of another Person (other than another Target Company) (i) under any applicable Tax Lawis treated as a domestic corporation (as such term is defined in Section 7701 of the Code) for U.S. federal income tax purposes, (ii) as is or was a transferee or successor, “surrogate foreign corporation” within the meaning of Section 7874(a)(2)(B) of the Code or (iii) is treated as a U.S. corporation under Section 7874(b) of the Code. (k) No GCL Company has in any year for which the applicable statute of limitations remains open distributed stock of another person, nor has had its shares distributed by contractanother person, indemnity in a transaction that was purported or otherwise. intended to be governed in whole or in part by Section 355 or Section 361 of the Code. (l) No Target GCL Company is currently a “passive foreign investment company” within the meaning of Section 1297 of the Code. (m) No GCL Company has been a party to a transaction that is or bound by is substantially similar to a “listed transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(2), or any other transaction requiring disclosure under analogous provisions of state, local or foreign Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice with respect to Taxes law. (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authorityn) that No GCL Company will be binding on the Company required to include any material item of income in, or its Subsidiaries with respect to exclude any material item of deduction from, taxable income for any period following (or any portion thereof) ending after the Closing Date as a result of any (i) installment sale, excess loss account, intercompany transaction described in the Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Tax Law) or open transaction disposition made on or prior to the Closing Date, (ii) the use of an improper method of accounting or change in any method of accounting for any taxable period (or portion thereof) ending on prior to the Closing, (iii) any “closing agreement” as described in Section 7121 of the Code (or any comparable, analogous or similar provision under any state, local or foreign Tax law) executed prior to the Closing or (iv) any prepaid amount or deferred revenue received or accrued on or prior to the Closing. No GCL Company has made an election under Section 965(h) of the Code. (io) Each GCL Company has duly retained all records that it is required to retain for Tax purposes, or that would be needed to substantiate any claim made or position taken in relation to Taxes. (p) No Target GCL Company has requestedtaken, or agreed to take, any action not contemplated by this Agreement and/or any Ancillary Agreements that could reasonably be expected to prevent the Transactions from qualifying for the Intended Tax Treatment. To the knowledge of each GCL Company, there are no facts or circumstances that could reasonably be expected to prevent the Transactions from qualifying for the Intended Tax Treatment. No GCL Company is aware of any plan or intention to cause PubCo or SPAC to be liquidated (for U.S. federal income tax purposes) following the Mergers. To the knowledge of the GCL Companies, no SPAC Stockholder or Company Shareholder has entered into, or has any current plan or intention to enter into, any Contract to dispose of any PubCo Shares received in the Transactions. (q) It is the subject present intention of the Company to cause SPAC to use its cash to make one or bound by any private letter ruling, technical advice memorandum, closing agreement more loans to the Surviving Corporation or similar ruling, memorandum its affiliates or agreement with any Governmental Authority with respect otherwise transfer cash to any Taxes, nor is any such request outstandingthe Surviving Corporation or its affiliates for use in a trade or business as provided in Section 8.5(a) of this Agreement. The Company has no plan or intention to cause SPAC or the Surviving Corporation to liquidate (for federal income tax purposes) following the Transactions.

Taxes and Returns. (a) Each Target Company and each Subsidiary has or will have timely filed, or caused to be timely filed, all material federal, state, local and foreign Tax Returns returns and reports required to be filed by it (taking into account all available extensions) (collectively, “Tax Returns”), which and all such Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes that it is contesting in good faith or for which adequate reserves in the Company Target Financials have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Return. Each Target Company has complied with all applicable Laws relating to Tax. (b) There is no current pending or, to the Knowledge of the Company, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions proceedings pending against a Target Company or any Subsidiary in respect of any Tax, and no neither Target Company nor any Subsidiary has been notified in writing of any proposed Tax claims claims, assessments or assessments audits against it Target or any Subsidiary (other than, in each case, claims or assessments for which adequate reserves in the Company Target Financials have been establishedestablished in accordance with GAAP or are immaterial in amount). (d) . There are no Liens material Encumbrances with respect to any Taxes upon any Target Companyof Target’s or any Subsidiary’s assets, other than Permitted Liens. than: (ei) Each Taxes, the payment of which are not yet due, (ii) Taxes or charges being contested in good faith by appropriate proceedings, or (iii) Taxes for which adequate reserves in the Target Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes Financials have been paid established in accordance with GAAP. No Tax Returns of Target have been audited by any taxing authority since Target’s formation. Target has delivered or made available to Parent correct and complete copies of all Tax Returns filed, examination reports and statements of deficiencies assessed or agreed to by Target for the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. last three (f3) No years. Neither Target Company nor any Subsidiary has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by a Target Company or any Subsidiary for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (gb) No Neither Target Company nor any Subsidiary has constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of securities (to any Person or entity that is not a member of the consolidated group of which Target or any Subsidiary is the common parent corporation) qualifying for, or intended to qualify for, Tax-free treatment under Section 355 of the Code: (i) within the two-year period ending on the date hereof or (ii) in a distribution which could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with the Merger. (c) Neither Target nor any Subsidiary is nor has it ever been a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposes other than a group of which Target or such Subsidiary is or was the common parent corporation. (d) Since formation, neither Target nor any Subsidiary has made any change in accounting method or received a ruling from, or signed an agreement with, from any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closingauthority. (he) No Neither Target Company nor any Subsidiary has participated in, or sold, distributed or otherwise promoted, any Liability for the Taxes of another Person “reportable transaction,” as defined in Treasury Regulation Section 1.6011-4(b). (other than another f) Since December 31, 2011, neither Target Company) nor any Subsidiary has: (i) under changed any applicable Tax accounting methods, policies or procedures except as required by a change in Law, (ii) as a transferee made, revoked or successoramended any material Tax election, or (iii) by contract, indemnity filed any amended Tax Returns or otherwise. No claim for refund or (iv) entered into any closing agreement affecting or otherwise settled or compromised any material Tax liability or refunds. (g) Neither Target Company nor any Subsidiary is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement similar contract. Neither Target nor any Subsidiary is a party to any joint venture, partnership, or similar agreement, other arrangement or practice with respect to Taxes contract, which could be treated as a partnership or “disregarded entity” for United States federal income Tax purposes. (including advance pricing agreement, closing agreement h) Neither Target nor any Subsidiary has been or other agreement relating to Taxes with any Governmental Authority) that will be binding on required to include any material adjustment in Taxable income for any Tax period (or portion thereof) pursuant to Section 481 or 263A of the Company Code or its Subsidiaries any comparable provision under state or foreign Tax Laws as a result of transactions, events or accounting methods employed prior to the Merger other than any such adjustments required as a result of the Merger. Neither Target nor any Subsidiary has filed any disclosures under Section 6662 or comparable provisions of state, local or foreign law to prevent the imposition of penalties with respect to any period following the Closing DateTax reporting position taken on any Tax Return. (i) No Target Company has requestedFor purposes of this Agreement, the following terms have the following meanings: “Tax” (and, with correlative meaning, “Taxes” and “Taxable”) means (i) any net income, alternative or is the subject of add-on minimum tax, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental or bound windfall profit tax, custom, duty or other tax, governmental fee or other like assessment or charge, together with any interest or any penalty, addition to tax or additional amount imposed by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect responsible for the imposition of any such tax (domestic or foreign), (ii) any liability for the payment of any amounts of the type described in (i) as a result of being a member of an affiliated, consolidated, combined or unitary group for any taxable period, and (iii) any liability for the payment of any amounts of the type described in (i) or (ii) as a result of being a transferee of or successor to any Person, or as a result of any express or implied obligation to indemnify any other Person. Notwithstanding anything to the contrary contained elsewhere in this Agreement, Target makes no representation or warranty related to any Taxes, nor is any such request outstandingexcept for those representations and warranties set forth in this Section 2.17.

Taxes and Returns. Except as set forth on Schedule 6.14: (a) Each Target Company has or will have timely filed, or caused to be timely filed, all material Tax Returns and reports required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Return. Each Target Company has complied with all applicable Laws relating to Taxestablished. (b) There is Within the past three (3) years, no current pending or, to the Knowledge of the Company, threatened Action claim has ever been made against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against a Target Company in respect of any material Tax, and no Target Company has been notified in writing of any material proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established). (d) There are no Liens with respect to any Taxes upon any Target Company’s assets, other than Permitted Liens. (e) Each Target Company has collected or withheld all material Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by a Target Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax ReturnReturn outside of the ordinary course of business. (g) No Target Company has made any change in accounting method or received a ruling fromparticipated in, or signed an agreement withsold, distributed or otherwise promoted, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing“listed transaction,” as defined in U.S. Treasury Regulation section 1.6011-4. (h) No Target Company has any Liability for the Taxes of another Person (other than another Target Company) (i) under any applicable Tax Law, (ii) as a transferee or successor, successor or (iiiii) by contract, indemnity or otherwiseotherwise (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which was not the sharing of Taxes). No Target Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which was not the sharing of Taxes) with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the such Target Company or its Subsidiaries with respect to any period following the Closing Date. (i) No Target Company has requested, or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding.

Taxes and Returns. (a) Each Target Company Pubco has or will have timely filed, or caused to be timely filed, all material Tax Returns and reports required to be filed by it (taking into account all available extensions), which Tax Returns are to its Knowledge true, accurate, correct and complete in all material respects, and . Pubco has timely paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to its Knowledge to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Return. Each Target Company has complied with all applicable Laws relating to Tax. (b) There is no current pending or, to To the Knowledge of the CompanyPubco, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There there are no material claims, assessments, audits, examinations, investigations or other Actions pending or in progress against a Target Company Pubco, in respect of any material Tax, and no Target Company Pubco has not been notified in writing of any material proposed Tax claims or assessments against it Pubco (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been establishedestablished in accordance with GAAP). (dc) There are no material Liens with respect to any Taxes upon any Target Companyof Pubco’s assets, other than Permitted Liens. (e) Each Target Company . Pubco has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company has any no outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by a Target Company Pubco for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on in any Tax Return. No written claim has been made by any Governmental Authority which remains outstanding where a Target Company does not file a Tax Return that it is or may be subject to taxation in that jurisdiction with respect to Taxes that would be the subject of such Tax Return. (gd) No Target Company Pubco has made never been a party to any change in accounting method transaction that was intended to qualify under Section 355 of the Code (or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected under so much of Section 356 of the Code as relates to have a material impact on its Taxes following Section 355 of the ClosingCode). (he) No Target Company Pubco has any Liability for the Taxes of another Person (other than another Target Company) (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwise. No Target Company is never been a party to a transaction that is or bound by is substantially similar to a “listed transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(2), or any other transaction requiring disclosure under analogous provisions of state, local or foreign Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the Company or its Subsidiaries with respect to any period following the Closing Datelaw. (if) No Target Company Pubco has requestednot been since its formation a tax resident outside of the Cayman Islands and Pubco does not have a permanent establishment, branch or is otherwise subject to Tax in any jurisdiction other than the Cayman Islands and Pubco is not subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstandingTax in the Cayman Islands.

Taxes and Returns. (a) Each Target of the Company and its subsidiaries has or will have timely filed, or caused to be timely filed, all material Tax Returns and reports (as hereinafter defined) required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respectsor on behalf of it, and has paid, collected or withheldwithheld or remitted, or caused to be paid, collected or withheldwithheld and remitted, all material amounts of Taxes (as hereinafter defined) required to be paid, collected collected, withheld or withheldremitted, other than such Taxes for which adequate reserves in the Company Financials Financial Statements have been established or which are being contested in good faith. There are no material claims or assessments pending against the Company or its subsidiaries for any alleged deficiency in any Tax, and the Company has not been notified in writing of any proposed Tax claims or assessments against the Company or any of its subsidiaries (other than in each case, claims or assessments for which adequate reserves in the Company Financial Statements have been established or which are being contested in good faith or are immaterial in amount). Neither the Company nor any of its subsidiaries has any waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by the Company or any of its subsidiaries for any extension of time within which to file any material Tax Return or within which to pay any material amounts of Taxes shown to be due on any Tax Return. There are no Liens for material amounts of Taxes on the assets of the Company or any of its subsidiaries except for statutory liens for current Taxes not yet due and payable. Except as set forth in Section 2.15 of the Company Disclosure Letter, there is no action, suit, or proceeding now pending, or any other action, suit or proceeding threatened in writing against or with respect to the Company or any of its subsidiaries in respect of any Tax. Each of the Tax Returns filed by the Company or its subsidiary is accurate and complete in all material respects and has been completed in all material respects in accordance with GAAPapplicable Law. Schedule 4.14(a) sets forth each jurisdiction The Company Financial Statements reflect an adequate reserve in which each Target accordance with U.S. and U.K. generally accepted accounting principles for all material Taxes payable by the Company files or is required to file a Tax Returnand its subsidiaries for all taxable periods and portions thereof accrued through the date of such financial statements. Each Target Company has complied with all applicable Laws relating to Tax. (b) There is no current pending oragreement, contract, plan or arrangement involving the Company or its subsidiaries and covering any person that individually or collectively could give rise to the Knowledge payment of any amount that would not be deductible by the Company or any subsidiary of the Company, threatened Action against a Target Company by reason of Section 280G of the Code. Neither the Company nor any of its subsidiaries is a party to a Tax allocation or sharing agreement, Tax indemnity agreement or similar agreement or arrangement. Neither the Company nor any of its subsidiaries has distributed stock of another person, or has had its stock distributed by another person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 of the Code. As of the date hereof, neither the Company nor any subsidiary of the Company is or has been a “controlled foreign corporation” within the meaning of Section 957 of the Code. None of the Company or any of its subsidiaries has received a written claim from a Governmental Authority in a jurisdiction where the Target Company or any of its subsidiaries does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. Section 2.15 of the Company Disclosure Letter indicates those Tax Returns of the Company and each of its subsidiaries filed since December 31, 1999 that have been audited (and any adjustment resulting therefrom in excess of $100,000 individually), and indicates those Tax Returns of the Company and each of its subsidiaries that currently are the subject of audit. (cb) No Target Company is being audited For purposes of this Agreement, the term “Tax” shall mean any federal, state, local, foreign or provincial income, gross receipts, property, sales, use, license, excise, franchise, employment, payroll, alternative or added minimum, ad valorem, transfer or excise tax, or any other tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or penalty imposed by any Governmental Authority. The term “Tax authority or has been notified in writing orReturn” shall mean a report, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations return or other Actions pending against a Target Company in respect of information (including any Taxattached schedules or any amendments to such report, and no Target Company has been notified in writing of any proposed Tax claims return or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established). (dinformation) There are no Liens with respect to any Taxes upon any Target Company’s assets, other than Permitted Liens. (e) Each Target Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any amount of Taxes. There are no outstanding requests by a Target Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (g) No Target Company has made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (h) No Target Company has any Liability for the Taxes of another Person (other than another Target Company) (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwise. No Target Company is a party supplied to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice filed with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the Company or its Subsidiaries with respect to any period following the Closing Date. (i) No Target Company has requested, or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any a Governmental Authority with respect to any TaxesTax, nor is any such request outstandingincluding an information return, claim for refund, amended return or declaration or estimated Tax.

Taxes and Returns. (a) Each Target Company has or will have timely filed, or caused to be timely filed, all material Tax Returns and reports required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Returnestablished. Each Target Company has complied in all material respects with all applicable Laws relating to Tax. (b) There is no current pending or, to the Knowledge of the Company, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against a Target Company in respect of any Tax, and no Target Company has been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established). (d) There are no Liens with respect to any Taxes upon any Target Company’s assets, other than Permitted Liens. (e) Each Target Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by a Target Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (g) No Target Company has made any change in accounting method (except as required by a change in Law) or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (h) No Target Company has participated in, or sold, distributed or otherwise promoted, any “reportable transaction,” as defined in Treasury Regulation section 1.6011-4. (i) No Target Company has any Liability for the Taxes of another Person (other than another Target Company) (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwiseotherwise (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which was not the sharing of Taxes). No Target Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which was not the sharing of Taxes) with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the such Target Company or its Subsidiaries with respect to any period following the Closing Date. (ij) No Target Company has requested, or is it the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding.

Taxes and Returns. (a) Each Target Company has or will have timely filed, or caused to be timely filed, all federal, state, local and foreign Tax Returns and reports required by Law to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required by Law to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Returnestablished. Each Target Company has complied with all applicable Laws relating to TaxTaxes. (b) There is no current Action currently pending or, to the Knowledge of the Company, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No To the Knowledge of the Company, no Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against a Target Company in respect of any Tax, and no Target Company has been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established). (d) There are no Liens with respect to any Taxes upon any Target Company’s assets, other than Permitted Liens. (e) Each Target Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any amount of Taxes. There are no outstanding requests by a Target Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (g) No Target Company has made any change in accounting method (except as required by a change in Law) or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (h) No Target Company has participated in, or sold, distributed or otherwise promoted, any “reportable transaction,” as defined in U.S. Treasury Regulation section 1.6011-4. (i) No Target Company has any Liability or potential Liability for the Taxes of another Person (other than another Target Company) that are not adequately reflected in the Company Financials (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwiseotherwise (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes). No Target Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes) with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the any Target Company or its Subsidiaries with respect to any period following the Closing Date. (ij) No Target Company has requested, or is it the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding.

Taxes and Returns. Except as set forth on Section 7.14 of the Target Companies Disclosure Schedules: (a) Each Target Company has or will have timely filed, or caused to be timely filed, all income and other material Tax Returns and reports required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and . Each Target Company has timely paid, collected collected, withheld or withheldremitted, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected collected, withheld or withheldremitted, other than such Taxes for which adequate reserves in the Company Financials have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each the generally accepted accounting principles applicable to the relevant Target Company files or is required to file a Tax Return. Each Target Company has complied with all applicable Laws relating to TaxCompany. (b) There is no current pending or, to the Knowledge of the Company, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending or in progress against a any Target Company Company, in respect of any Tax, and no Target Company has been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established)any Target Company. (dc) There are no Liens with respect to any Taxes upon any Target Company’s assets, other than Permitted Liens. (e) Each Target Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (fd) No Target Company has requested or consented to any outstanding waivers or extensions of any applicable statute of limitations for the collection or assessment of any Taxes, which waiver or extension (or request for such waiver or extension) is outstanding or pending. (e) There is no Action currently pending or, to assess any amount the Knowledge of Taxes. There are no outstanding requests by the Company, threatened against a Target Company by a Governmental Authority in a jurisdiction where any such Target Company does not file Tax Returns that it is or may be subject to Tax or required to file a Tax Return in that jurisdiction. (f) No Target Company will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any extension taxable period (or portion of time within which any taxable period) beginning after the Second Merger Closing Date, as a result of: (i) an installment sale or open transaction disposition that occurred on or prior to file the Second Merger Closing Date; (ii) any change in method of accounting on or prior to the Second Merger Closing Date, including by reason of the application of Section 481 of the Code (or any analogous provision of state, local or non-U.S. Law) or the use of an improper method of accounting on or prior to the Second Merger Closing Date; (iii) any prepaid amounts received or deferred revenue realized or received on or prior to the Second Merger Closing Date; (iv) any intercompany transaction described in U.S. Treasury Regulations promulgated under Section 1502 of the Code (or any corresponding or similar provision of state, local or non-U.S. Tax Return Law; or within which (v) any “closing agreement” pursuant to pay Section 7121 of the Code or any Taxes shown similar agreement or arrangement with a Governmental Authority relating to be due on any Tax ReturnTaxes. (g) No written rulings, clearances or similar agreements have been entered into with or issued by any Tax Authority with respect to a Target Company has made any change in accounting method which agreement, clearance or received a ruling from, or signed an agreement with, any taxing authority that would be effective after the Share Contribution Closing Date and could reasonably be expected to have a material impact effect on its Taxes following the ClosingTax treatment of any Target Company after the Share Contribution Closing Date. (h) Each Target Company is not a resident for tax purposes outside the jurisdiction of its incorporation and is not managed or controlled outside such jurisdiction for income Tax purposes. No Target Company has, or has ever had, a permanent establishment in any country other than the country of its organization. (i) No Target Company has any Liability liability for the Taxes of another Person (other than another Target Company) under Treasury Regulations Section 1.1502-6 (i) under or any applicable Tax similar provision of state, local or non-U.S. Law), (ii) as a transferee or successor, successor or (iii) by contract, indemnity or otherwiseotherwise (excluding customary commercial agreements entered into in the ordinary course of business the primary matter of which is not Taxes). No Target Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or agreement, Tax allocation agreement or similar agreement, arrangement or practice (excluding agreements solely among the Target Companies, Pubco or SPAC or customary commercial agreements entered into in the ordinary course of business the primary matter of which is not Taxes) with respect to Taxes (including advance pricing agreementagreements, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the any Target Company or its Subsidiaries with respect to any period (or portion of any period) following the Second Merger Closing Date. (j) In the five years prior to the date of this Agreement, no Target Company is or has been a member of any consolidated, combined, unitary, affiliated or other group for any Tax purposes other than a group of which the common parent was another Target Company. (k) Each Target Company is registered for value added tax and makes only taxable supplies for the purposes of value added tax. (l) All documents which are in the possession of a Target Company, to which a Target Company is a party and which are required to: (i) establish the title of any Target Company to any material asset, or (ii) enforce any material rights of any Target Company, and in respect of which any stamp duty, registration, transfer or other similar Tax is payable (whether as a condition to the validity, registrability or otherwise), have been duly stamped or such stamp, registration, transfer or similar Tax has been paid in respect of such documents. (m) No Target Company is or was a “surrogate foreign corporation” within the meaning of Section 7874(a)(2)(B) of the Code or is treated as a U.S. corporation under Section 7874(b) of the Code. (n) No Target Company has requestedbeen a party within the past two years to any transaction that was intended to qualify under Section 355 of the Code (or under so much of Section 356 of the Code as relates to Section 355 of the Code). (o) Neither the Company nor Orca is a “controlled foreign corporation” within the meaning of Section 957 of the Code, and neither the Company nor Orca is or is was a “passive foreign investment company” within the subject meaning of or bound Section 1297 of the Code. (p) No Target Company has been a party to any “reportable cross border arrangement” as defined in 3(19) of Directive 2011/16/EU as amended by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority Directive (EU) 2018/822 that has not yet been reported. (q) No election has been made under U.S. Treasury Regulations Section 301.7701-3 with respect to the Company or Orca. (r) No Target Company has knowingly taken any Taxesaction, nor is aware of any such request outstandingfact or circumstance, that would reasonably be expected to prevent the relevant portions of the Transactions from qualifying for the Intended Tax Treatment.

Taxes and Returns. (a) Each Target Company has or will have timely filed, or caused to be timely filed, all Tax Returns and reports required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file regardless of whether shown on a Tax Return. Each Target Company has complied with all applicable Laws relating to Tax. (b) There is no current Action currently pending or, to the Knowledge of the Company, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company is being audited by any Tax authority Governmental Authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority Governmental Authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against a Target Company in respect of any Tax, and no Target Company has been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established)it. (d) There are no Liens with respect to any Taxes upon any Target Company’s assets, other than Permitted Liens. (e) Each Target Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any amount of Taxes. There are no outstanding requests by a Target Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (g) No Target Company has made any change in accounting method (except as required by a change in Law) or received a ruling from, or signed an agreement with, any taxing authority Governmental Authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (h) No Target Company has participated in, or sold, distributed or otherwise promoted, any “reportable transaction,” as defined in U.S. Treasury Regulation Section 1.6011-4. (i) No Target Company is a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (j) Each Target Company has been in compliance in all respects with all applicable transfer pricing laws and legal requirements. (k) No Target Company has any Liability or potential Liability for the Taxes of another Person (other than another Target Company) that are not adequately reflected in BGHL Financials (i) under any applicable Tax Lawlaw, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwiseotherwise (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes). No Target Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes) with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the any Target Company or its Subsidiaries with respect to any period following the Closing Date. (i) No Target Company has requested, or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding.

Taxes and Returns. Except as set forth on Schedule 6.15: (a) Each Target Company has or will have timely filed, or caused to be timely filed, all material Tax Returns and reports required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and . Each Target Company has timely paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established in accordance with GAAP. Schedule 4.14(aapplicable accounting standards. (b) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Return. Each Target Company has complied in all material respects with all applicable Tax Laws relating to Taxwithholding and remittance of all material amounts of Taxes and all material amounts of Taxes required by applicable Tax Laws to be withheld by a Target Company have been withheld and timely paid over to the appropriate Governmental Authority, including with respect to any amounts owing to or from any employee, independent contractor, shareholder, creditor, or other third party. (bc) There is no current pending or, to To the Knowledge of the Company, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There there are no material claims, assessments, audits, examinations, investigations or other Actions pending or in progress against a any Target Company Company, in respect of any material Tax, and no Target Company has been notified in writing of any material proposed Tax claims or assessments against it (other thanany Target Company. To the Knowledge of the Company, in each caseno Target Company has paid, claims within the past six years ending on the date of this Agreement any material penalty, fine, surcharge or assessments for which adequate reserves in the Company Financials have been established)interest charged by virtue of any applicable Tax Laws. (d) There are no material Liens with respect to any Taxes upon any Target Company’s assets, other than Permitted Liens. (e) Each Target Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) . No Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by a any Target Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on in any Tax Return. No written claim has been made by any Governmental Authority which remains outstanding where a Target Company does not file a Tax Return that it is or may be subject to taxation in that jurisdiction with respect to Taxes that would be the subject of such Tax Return. (e) No written rulings, clearances or similar agreements have been entered into with or issued by any Tax Authority with respect to a Target Company which agreement, clearance or ruling would be effective after the Share Acquisition Closing Date and could reasonably be expected to have a material effect on the Tax treatment of any Target Company after the Share Acquisition Closing Date. (f) Each Target Company is resident for tax purposes only in its jurisdiction of incorporation. No Target Company has, or has ever had, a permanent establishment in any country other than the country of its organisation. (g) No Target Company has made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (h) No Target Company has any Liability liability for the Taxes of another Person (other than another Target Company) (i) under any applicable Tax Law, (ii) as a transferee or successor, successor or (iii) by contract, indemnity or otherwise. No Target Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or agreement, Tax allocation agreement or similar agreement, arrangement or practice with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority). (h) that will be binding on No Target Company is or has ever been a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposes other than a group of which the Company or its Subsidiaries with respect to any period following the Closing Datecommon parent was another Target Company. (i) Each Target Company is registered for value added tax and makes only taxable supplies for the purposes of value added tax. (j) All documents which are in the possession of a Target Company, to which a Target Company is a party and which are required to: (i) establish the title of any Target Company to any material asset; or (ii) enforce any material rights of any Target Company, and in respect of which any stamp duty, registration, transfer or other similar tax is payable (whether as a condition to the validity, registrability or otherwise), have been duly stamped or such stamp, registration, transfer or similar tax has been paid in respect of such documents. (k) No Target Company is or was a “surrogate foreign corporation” within the meaning of Section 7874(a)(2)(B) of the Code or is treated as a U.S. corporation under Section 7874(b) of the Code. (l) No Target Company has requestedbeen a party within the past two (2) years to any transaction that was intended to qualify under Section 355 of the Code (or under so much of Section 356 of the Code as relates to Section 355 of the Code). (m) The Company is not a (i) “controlled foreign corporation” within the meaning of Section 957 of the Code; nor (ii) has it been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (n) No Target Company has been a party to a transaction that is or is substantially similar to a “reportable transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(1), or is the subject any other transaction requiring disclosure under analogous provisions of state, local or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect foreign Tax law. No Target Company has been a party to any Taxes, nor is any such request outstanding“reportable cross border arrangement” as defined in 3(19) of Directive 2011/16/EU as amended by Directive (EU) 2018/822 that has not yet been reported.

Taxes and Returns. (a) Each Target Company has or will have timely filed, or caused to be timely filed, all federal, state, local and foreign Tax Returns and reports required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established in accordance with GAAP. Schedule 4.14(aIn the last five (5) sets forth years, each jurisdiction in which each Target Company files or is required to file a Tax Return. Each Target Company has complied with all applicable Laws relating to Tax. (b) There is no current Action currently pending or, to the Knowledge of the Company, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against a Target Company in respect of any Tax, and no Target Company has been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established). (d) There are no Liens with respect to any Taxes upon any Target Company’s assets, other than Permitted Liens. (e) Each Target Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any amount of Taxes. There are no outstanding requests by a Target Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (g) No Target Company has made any change in accounting method (except as required by a change in Law) or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (h) No Target Company has engaged in any “listed transaction,” as defined in U.S. Treasury Regulation section 1.6011-4(b)(2). (i) No Target Company has any Liability or potential Liability for the Taxes of another Person (other than another Target Company) that are not adequately reflected in the Company Financials (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, contract or indemnity or otherwise(excluding commercial agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes). No Target Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice (excluding commercial agreements, arrangements or practices entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes) with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the any Target Company or its Subsidiaries with respect to any period following the Closing Date. (ij) No Target Company has requested, or is it the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding.

Taxes and Returns. All federal, state, county, local, foreign and other income, franchise, gross receipts, sales and use, payroll, real and personal property and other taxes and governmental charges, assessments and contributions of the Company with respect to the Business or with respect to which Buyer or the Company could have any liability, including interest and penalties, as a result of being a member of a controlled, combined or affiliated group of corporations (a"Taxes") Each Target required to be paid, collected or withheld with respect to all open years have been paid, collected or withheld and remitted to the appropriate governmental agency except for (j) those Taxes which the Company is contesting in good faith and (ii) accrued and unpaid Taxes as to which appropriate reserves have been established by the Company ("Tax Reserves"). The Company has or will have timely filed, or caused to be timely filed, filed all Tax Returns tax returns and reports required to be filed by it (taking into account it, or requests for extensions to file such returns or reports have been timely filed and granted and have not expired, and all available extensions), which Tax Returns tax returns and reports are true, accurate, correct complete and complete accurate in all material respects. No requests for waivers of the time to assess any Taxes against the Company have been granted or are pending, except for requests with respect to such taxes as to which appropriate reserves have been established by the Company. SCHEDULE 3.22 sets forth the amount of Taxes that the Company is contesting in good faith and the amount of Taxes not yet paid which are accrued to the extent not specifically set forth in the Financial Statements. All tax returns required to be filed by Seller with respect to Taxes have been filed in a timely manner, and all Taxes reflected on such returns as being due have been paid. No election under section 341(f) of the Code has paidbeen made to treat the Company as a "consenting corporation." The Company has not been a United States real property holding company within the meaning of section 897(c)(2) of the Code during the period specified in section 897(c)(l)(A)(ii) of the Code. The Company is not a party to a tax sharing or tax indemnity agreement or any other agreement of a similar nature that remains in effect. The Company is not a party to any contract that would result, collected separately or withheldin the aggregate, or caused in the requirement to be paid, collected or withheld, pay any "excess parachute payments" within the meaning of Section 2800 of the Code. The Company has withheld and paid all Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established withheld and paid in accordance connection with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files amounts paid or is required owing to file a Tax Return. Each Target Company has complied with all applicable Laws relating to Tax. (b) There is no current pending orany employee, to the Knowledge of the Companyindependent contractor, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company is being audited by any Tax authority or has been notified in writing orcreditor, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations stockholder or other Actions pending against a Target Company in respect of any Tax, and no Target Company has been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established)third party. (d) There are no Liens with respect to any Taxes upon any Target Company’s assets, other than Permitted Liens. (e) Each Target Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any amount of Taxes. There are no outstanding requests by a Target Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (g) No Target Company has made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (h) No Target Company has any Liability for the Taxes of another Person (other than another Target Company) (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwise. No Target Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the Company or its Subsidiaries with respect to any period following the Closing Date. (i) No Target Company has requested, or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding.

Taxes and Returns. (a) Each Target Company has or will The Purchaser and Merger Sub have each timely filed, or caused to be timely filed, all income Tax Returns and reports all other material Tax Returns required to be filed by it (taking into account all available extensions), which such Tax Returns are true, accurate, correct and complete in all material respects, and has timely paid, collected or withheld, or caused to be timely paid, collected or withheld, all income Taxes and other material Taxes required to be paid, collected or withheld, other than such Taxes that are not yet due and payable for which adequate reserves in the Company Purchaser Financials have been established in accordance with GAAP. Schedule 4.14(aNo written claim has been made within the last thirty-six (36) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Return. Each Target Company has complied with all applicable Laws relating to Tax. (b) There is no current pending or, to the Knowledge of the Company, threatened Action against a Target Company months by a any Governmental Authority in a jurisdiction where the Target Company does Purchaser or Merger Sub do not currently file Tax Returns that it Purchaser or Merger Sub is or may be subject to taxation by that jurisdiction. (c) No Target Company is being audited by any Tax authority or , which such claim has not been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pendingresolved. There are no claims, assessments, audits, examinations, investigations or other Actions pending against a Target Company the Purchaser or Merger Sub in respect of any material amount of Tax, and no Target Company neither the Purchaser nor the Merger Sub has not been notified in writing of any proposed material Tax claims or assessments against it the Purchaser or Merger Sub (other than, in each case, claims or assessments for which adequate reserves in the Company Purchaser Financials have been establishedestablished in accordance with GAAP). (d) . There are no Liens with respect to any Taxes upon any Target Companyof the Purchaser’s or Merger Sub’s assets, other than Permitted Liens. Neither the Purchaser nor the Merger Sub has any outstanding waivers, extensions, or requests for extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by the Purchaser or Merger Sub for any extension of time within which to file any material Tax Return or within which to pay any material Taxes shown to be due on any material Tax Return. (eb) Neither the Purchaser nor the Merger Sub has taken any action, or has any current plan, intention or obligation to take any action, that would reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. To the Knowledge of the Purchaser, there are no facts or circumstances that would reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. (c) Each Target Company of the Purchaser and the Merger Sub has collected or withheld all material Taxes currently required to be collected or withheld by it, and all such material Taxes have been paid to or deposited with the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (fd) No Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any amount of Taxes. There are no outstanding requests by a Target Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. Within the last thirty-six (g36) No Target Company months, neither the Purchaser nor the Merger Sub has made any changes in any Tax accounting method (except as required by a change in accounting method or received a ruling from, or signed an agreement with, any taxing authority Law) that would reasonably be expected to have a material impact on its Purchaser or the Merger Sub’s Taxes following the Closing. (he) No Target Company Neither the Purchaser nor the Merger Sub has engaged in or entered into any “listed transaction,” as defined in Treasury Regulations Section 1.6011-4(b)(2). (f) Neither the Purchaser nor the Merger Sub has Liability for the material Taxes of another Person (other than another Target Company) that are not adequately reflected in the Purchaser Financials (i) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign applicable Tax Law), (ii) as a transferee or successor, or (iii) by contract, contract or indemnity or otherwise(excluding commercial contracts and agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes). No Target Company Neither the Purchaser nor the Merger Sub is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice with respect to Taxes agreement (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on excluding commercial agreements entered into in the Company or its Subsidiaries with respect to any period following ordinary course of business the Closing Dateprimary purpose of which is not the sharing of Taxes). (ig) No Target Company Neither the Purchaser nor the Merger Sub has requested, or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement agreement, or similar ruling, memorandum memorandum, or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding, except, in each case, to the extent that the effect of such ruling, memorandum, or agreement would not reasonably be expected to be material to the Taxes of Purchaser or Merger Sub after Closing. (h) Neither the Purchaser nor the Merger Sub nor any predecessor thereof: (i) has constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of securities qualifying for, or intended to qualify for, Tax-free treatment under Section 355 of the Code (A) within the two-year period ending on the date hereof or (B) in a distribution which constitutes part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with the Transactions; or (ii) (A) is, or has during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code been, a U.S. real property holding corporation within the meaning of Section 897(c)(2) of the Code, or (B) is or has been a member of any consolidated, combined, unitary or affiliated group for any Tax purposes other than a group of which the Purchaser is the common parent.

Taxes and Returns. (a) Each Target The Company has or will have timely filed, or caused to be timely filed, all material federal, state, local and foreign Tax Returns returns and reports required to be filed by it or the Company Subsidiaries (taking into account all available extensions) (collectively, “Tax Returns”), which such Tax Returns are true, accurate, correct and complete in all material respectscomplete, and has paid, collected or withheld, or caused to be paid, collected or withheldwithheld set forth on such Tax Returns, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established in accordance with GAAP. Section 2.17 of the Company Disclosure Schedule 4.14(a) sets forth each jurisdiction in which where the Company and each Target Company Subsidiary files or is required to file a Tax Return. Each Target Company has complied with all applicable Laws relating to Tax. (b) There is no current pending or, to the Knowledge of the Company, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions proceedings pending against a Target the Company or any of the Company Subsidiaries in respect of any Tax, and no Target neither the Company nor any of the Company Subsidiaries has been notified in writing of any proposed Tax claims or assessments against it the Company or any of the Company Subsidiaries (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been establishedestablished in accordance with GAAP or are immaterial in amount). (d) . There are no Liens material liens with respect to any Taxes upon any Target of the Company’s or its Subsidaries’ assets, other than Permitted Liens. (ei) Each Target Taxes, the payment of which is not yet due, or (ii) Taxes or charges being contested in good faith by appropriate proceedings and for which adequate reserves in the Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes Financials have been paid to established in accordance with GAAP. Neither the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company nor any of the Company Subsidiaries has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by a Target the Company or any of the Company Subsidiaries for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. There are no Encumbrances for material amounts of Taxes on the assets of the Company or any of the Company Subsidiaries, except for statutory liens for current Taxes not yet due and payable or Taxes that are being contested in good faith and for which adequate reserves in the Company Financials have been established in accordance with GAAP. (gb) No Target Neither the Company nor any of the Company Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of securities (to any Person or entity that is not a member of the consolidated group of which the Company is the common parent corporation) qualifying for, or intended to qualify for, Tax-free treatment under Section 355 of the Code (i) within the two-year period ending on the date hereof or (ii) in a distribution which could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with the Merger. (c) Neither the Company nor any of the Company Subsidiaries is or (i) has been at any time within the five-year period ending on the date hereof a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code and (ii) has ever been a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposes other than a group of which the Company is or was the common parent corporation. (d) Neither the Company nor any of the Company Subsidiaries has made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes Company Material Adverse Effect following the Closing. (he) No Target As of the date hereof, neither the Company nor any of the Company Subsidiaries is being audited by any taxing authority or has been notified by any Liability for Tax authority that any such audit is contemplated or pending. (f) Neither the Taxes Company nor any of another Person the Company Subsidiaries participated in, or sold, distributed or otherwise promoted, any “reportable transaction,” as defined in Treasury Regulation section 1.6011-4. (other than another Target Companyg) Neither the Company nor any of the Company Subsidiaries has taken any action that would reasonably be expected to give rise to (i) under a “deferred intercompany transaction” within the meaning of Treasury Regulation section 1.1502-13 or an “excess loss account” within the meaning of Treasury Regulation section 1.1502-19, or (ii) the recognition of a deferred intercompany transaction. (h) Since December 31, 2005, neither the Company nor any applicable of the Company Subsidiaries have (i) changed any Tax accounting methods, policies or procedures except as required by a change in Law, (ii) as a transferee made, revoked, or successoramended any material Tax election, (iii) filed any amended Tax Returns or claim for refund, or (iiiiv) by contract, indemnity or otherwise. No Target Company is a party to or bound by entered into any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice with respect to Taxes (including advance pricing agreement, closing agreement affecting or other agreement relating to Taxes with otherwise settled or compromised any Governmental Authority) that will be binding on the Company material Tax liability or its Subsidiaries with respect to any period following the Closing Daterefund. (i) No Target Company has requestedFor purposes of this Agreement, the term “Tax” or is the subject “Taxes” shall mean any tax, custom, duty, governmental fee or other like assessment or charge of or bound any kind whatsoever, imposed by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority (including any federal, state, local, foreign or provincial income, gross receipts, property, sales, use, net worth, premium, license, excise, franchise, employment, payroll, alternative or added minimum, ad valorem, transfer or excise tax) together with respect to any Taxesinterest, nor is any such request outstandingaddition or penalty imposed thereon.

Taxes and Returns. (a) Each Target Company has or will have timely filed, or caused to be timely filed, all income and other material Tax Returns and reports required to be filed by it (taking into account all available extensions)it, which Tax Returns are true, accurate, correct and complete in all material respects, and . Each Target Company has timely paid, collected or withheld, or caused to be timely paid, collected or withheld, all material Taxes required to be paid, collected or withheldpaid by it, other than such Taxes being contested in good faith by appropriate proceedings and for which adequate reserves in the Company Financials have been established in the Company Financial Statements in accordance with GAAP. Schedule 4.14(a. (b) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Return. Each Target Company has complied in all material respects with all applicable Tax Laws relating to Tax. (b) There is no current pending orwithholding and remittance of Taxes, and all material amounts of Taxes required by applicable Tax Laws to the Knowledge of the Company, threatened Action against be withheld by a Target Company by a have been withheld and timely paid over to the appropriate Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is Authority, including with respect to any amounts owing to or may be subject to taxation by that jurisdictionfrom any employee, independent contractor, shareholder, creditor, or other third party. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no material claims, assessments, audits, examinations, investigations or other Actions pending pending, in progress or threatened against a any Target Company Company, in respect of any Tax, and no Target Company has been notified in writing of any material proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established)any Target Company. (d) There are no material Liens with respect to any Taxes upon any Target Company’s assets, other than Permitted Liens. (e) Each Target Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) . No Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by a any Target Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown Taxes. No written claim which remains outstanding has been made by any Governmental Authority with respect to a jurisdiction in which a Target Company does not file a Tax Return that such Target Company is or may be due on any subject to Tax in that jurisdiction that would be the subject of or covered by such Tax Return. (ge) No Target Company has made any change in accounting method or received a ruling fromhas, or signed an agreement withhas ever had, a permanent establishment, branch or representative office in any taxing authority that would reasonably be expected to have country other than the country of its organization, and no Target Company is treated for any Tax purpose as a material impact on resident in a country other than the country of its Taxes following the Closingincorporation or formation. (hf) No Target Company is or has ever been a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposes (other than a group the common parent of which is or was the Company). No Target Company has any Liability for the Taxes of another Person under Treasury Regulation Section 1.1502-6 (other than another Target Company) (i) under any applicable Tax or similar provision of state, local or non-U.S. Law), (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwise. No Target Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or agreement, Tax allocation agreement or similar agreement, arrangement or practice with respect to Taxes (including advance pricing agreement, any closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the Company or its Subsidiaries with respect to any period following the Closing Date). (ig) No Target Company has requested, or is the subject of or bound by any material private letter ruling, technical advice memorandum, closing agreement, settlement agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding. (h) No Target Company has made any change in accounting method (except as required by a change in Law) that would reasonably be expected to have a material impact on its Taxes following the Closing. (i) Each Target Company is duly registered for Value Added Tax in all jurisdictions in which it is required to be registered and has complied in all material respects with all requirements concerning Value Added Tax. (j) No Target Company (i) is treated as a domestic corporation (as such term is defined in Section 7701 of the Code) for U.S. federal income tax purposes, (ii) is or was a “surrogate foreign corporation” within the meaning of Section 7874(a)(2)(B) of the Code or (iii) is treated as a U.S. corporation under Section 7874(b) of the Code. (k) No Target Company has in any year for which the applicable statute of limitations remains open distributed stock of another person, nor has had its shares distributed by another person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 or Section 361 of the Code. (l) Except as disclosed on Section 6.14(l) of the Company Disclosure Schedule, no Target Company is currently a “passive foreign investment company” within the meaning of Section 1297 of the Code. (m) No Target Company has been a party to a transaction that is or is substantially similar to a “listed transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(2), or any other transaction requiring disclosure under analogous provisions of state, local or foreign Tax law. (n) No Target Company will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any period (or any portion thereof) ending after the Closing Date as a result of any (i) installment sale, excess loss account, intercompany transaction described in the Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Tax Law) or open transaction disposition made on or prior to the Closing Date, (ii) the use of an improper method of accounting or change in any method of accounting for any taxable period (or portion thereof) ending on prior to the Closing, (iii) any “closing agreement” as described in Section 7121 of the Code (or any comparable, analogous or similar provision under any state, local or foreign Tax law) executed prior to the Closing or (iv) any prepaid amount or deferred revenue received or accrued on or prior to the Closing. No Target Company has made an election under Section 965(h) of the Code. (o) Each Target Company has duly retained all records that it is required to retain for Tax purposes, or that would be needed to substantiate any claim made or position taken in relation to Taxes. (p) No Target Company has taken, or agreed to take, any action that could reasonably be expected to prevent the Transactions from qualifying for the Intended Tax Treatment. To the Knowledge of each Target Company, there are no facts or circumstances that could reasonably be expected to prevent the Transactions from qualifying for the Intended Tax Treatment. No Target Company is aware of any plan or intention to cause Holdings or SPAC to be liquidated (for U.S. federal income tax purposes) following the Merger. To the knowledge of the Target Companies, no SPAC Shareholder, Company Shareholder or PIPE Investor has entered into, or has any current plan or intention to enter into, any Contract to dispose of any Holdings Common Shares received in the Transactions (including for the avoidance of doubt, the PIPE Investment).

Taxes and Returns. (a) Each Target LLP Company has or will have timely filed, or caused to be timely filed, all applicable material Tax Returns and reports required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Return. Each Target Company has complied with all applicable Laws relating to Taxestablished. (b) There is no current pending or, to the Knowledge of the Company, threatened Action against a Target an LLP Company by a Governmental Authority in a jurisdiction where the Target LLP Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target LLP Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against a Target an LLP Company in respect of any material Tax, and no Target LLP Company has been notified in writing of any material proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established). (d) There are no Liens with respect to any Taxes upon any Target LLP Company’s assets, other than Permitted Liens. (e) Each Target LLP Company has collected or withheld all material Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target LLP Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by a Target an LLP Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (g) No Target LLP Company has made any change in accounting method or received a ruling fromparticipated in, or signed an agreement withsold, distributed or otherwise promoted, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing“reportable transaction,” as defined in U.S. Treasury Regulation section 1.6011-4. (h) No Target LLP Company has any Liability for the Taxes of another Person (other than another Target LLP Company) (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwiseotherwise (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which was not the sharing of Taxes). No Target LLP Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which was not the sharing of Taxes) with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the such LLP Company or its Subsidiaries with respect to any period following the Closing Date. (i) No Target Company has requested, or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding.

Taxes and Returns. (a) Each Target The Company has or will have timely filed, or caused to be timely filed, all material federal, state, local and foreign Tax Returns returns and reports required to be filed by it any member of the ESG Group (taking into account all available extensions) (collectively, “Tax Returns”), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company ESG Audited Financials have been established in accordance with GAAP. Schedule 4.14(aestablished. (b) sets forth The Company confirms each jurisdiction in which where the Company and each Target Company ESG Group member files or is required to file a Tax Return. Each Target Company has complied with all applicable Laws relating to Tax. (b) There is no current pending or, to the Knowledge of the Company, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Neither the Company nor any of the ESG Group member is being audited by any Tax taxing authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. . (d) There are no material claims, assessments, audits, examinations, investigations or other Actions proceedings pending against a Target the Company or any of the ESG Group in respect of any Tax, and no Target neither the Company nor any of the ESG Group has been notified in writing of any proposed Tax claims or assessments against it the Company or any of the ESG Group (other than, in each case, claims or assessments for which adequate reserves in the Company ESG Financials have been established). (de) There are no Liens Encumbrances with respect to any Taxes upon any Target of the Company’s or the ESG Group’s assets, other than Permitted Liens. (ei) Each Target Company has collected Taxes, the payment of which is not yet due, or withheld all (ii) Taxes currently required to be collected or withheld charges being contested in good faith by it, appropriate proceedings and all such Taxes for which adequate reserves in the ESG Financials have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when dueestablished. (f) No Target Neither the Company nor any of the ESG Group has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by a Target the Company or any of the ESG Group for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (g) No Target Neither the Company nor any of the ESG Group has made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (h) No Target Neither the Company nor any of the ESG Group participated in, or sold, distributed or otherwise promoted, any “reportable transaction,” as defined in U.S. Treasury Regulation section 1.6011-4. (i) Neither the Company nor any ESG Group member has any Liability liability or potential liability for the Taxes of another Person (other than another Target Company) (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwise. No Target . (j) Neither the Company nor any ESG Group member is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice with respect to material Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authoritytaxing authority) that will be binding on the Company or its Subsidiaries any ESG Group member with respect to any period following the Closing Date. (ik) No Target Neither the Company nor any ESG Group member has requested, requested or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority taxing authority with respect to any material Taxes, nor is any such request outstanding. (l) For purposes of this Agreement, the term “Tax” or “Taxes” shall mean any tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, imposed by any Governmental Authority (including any federal, state, local, foreign or provincial income, gross receipts, property, sales, use, net worth, premium, license, excise, franchise, employment, payroll, social security, workers compensation, unemployment compensation, alternative or added minimum, ad valorem, transfer or excise tax) together with any interest, addition or penalty imposed thereon.

Taxes and Returns. (a) Each Target Company Parent has or will have timely filed, or caused to be timely filed, all material federal, state, local and foreign Tax Returns returns and reports required to be filed by it (taking into account all available extensions) (collectively, “Tax Returns”) or required to be filed by it or Merger Sub (taking into account all available extensions), which such Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Parent Financials have been established in accordance with GAAP. Section 4.12 of the Parent Disclosure Schedule 4.14(a) sets forth each jurisdiction in which each Target Company where the Parent or Merger Sub files or is required to file a Tax Return. Each Target Company has complied with all applicable Laws relating to Tax. (b) There is no current pending or, to the Knowledge of the Company, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions proceedings pending against a Target Company the Parent or Merger Sub in respect of any Tax, and no Target Company neither the Parent nor Merger Sub has been notified in writing of any proposed Tax claims or assessments against it the Parent or Merger Sub (other than, in each case, claims or assessments for which adequate reserves in the Company Parent Financials have been establishedestablished in accordance with GAAP or are immaterial in amount). (d) . There are no Liens material Encumbrances with respect to any Taxes upon any Target Companyof the Parent’s or Merger Sub’s assets, other than Permitted Liens. (ei) Each Target Company has collected Taxes, the payment of which is not yet due, or withheld all (ii) Taxes currently required to be collected or withheld charges being contested in good faith by it, appropriate proceedings and all such Taxes for which adequate reserves in the Parent Financials have been paid to established in accordance with GAAP. Neither the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company Parent nor Merger Sub has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by a Target Company the Parent or Merger Sub for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. Since the formation of Parent on June 25, 2010, (i) neither Parent nor Merger Sub has engaged in a trade or business in the United States for U.S. federal income tax purposes and (ii) Parent has recognized less than $100,000 in taxable income. Merger Sub is, and has since its inception been, treated as a disregarded entity of Parent for U.S. federal income tax purposes. (gb) No Target Company Neither the Parent nor Merger Sub has constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of securities (to any Person or entity that is not a member of the consolidated group of which the Parent is the common parent corporation) qualifying for, or intended to qualify for, Tax-free treatment under Section 355 of the Code (i) within the two-year period ending on the date hereof or (ii) in a distribution which could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with the Merger. (c) Neither the Parent nor Merger Sub is or has (i) ever been at any time within the five-year period ending on the date hereof a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code and (ii) ever been a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposes other than a group of which the Parent is or was the common parent corporation. (d) Except as would not reasonably be expected to have a Material Adverse Effect, neither Parent nor Merger Sub has made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority authority. (e) The Parent is not a party to any contract, agreement, plan or arrangement that, individually or collectively, could reasonably be expected to give rise to the payment of any amount that would not be deductible pursuant to Sections 280G or 162(m) of the Code. (f) Neither the Parent nor Merger Sub participated in, or sold, distributed or otherwise promoted, any “reportable transaction,” as defined in Treasury Regulation Section 1.6011-4. (g) Neither the Parent nor Merger Sub has taken any action that would reasonably be expected to have give rise to (i) a material impact on its Taxes following “deferred intercompany transaction” within the Closingmeaning of Treasury Regulation Section 1.1502-13 or an “excess loss account” within the meaning of Treasury Regulation Section 1.1502-19, or (ii) the recognition of a deferred intercompany transaction. (h) No Target Company has any Liability for Since the Taxes date of another Person (other than another Target Company) formation of Parent on June 25, 2010, neither the Parent nor Merger Sub have (i) under changed any applicable Tax accounting methods, policies or procedures except as required by a change in Law, (ii) as a transferee made, revoked, or successoramended any material Tax election, (iii) filed any amended Tax Returns or claim for refund, or (iiiiv) by contract, indemnity or otherwise. No Target Company is a party to or bound by entered into any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice with respect to Taxes (including advance pricing agreement, closing agreement affecting or other agreement relating to Taxes with otherwise settled or compromised any Governmental Authority) that will be binding on the Company material Tax liability or its Subsidiaries with respect to any period following the Closing Daterefund. (i) No Target Company has requested, or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstandingThe Parent’s taxable year ends on June 30 and accounting year ends on December 31.

Taxes and Returns. (a) Each Target Company Parent has or will have timely filed, or caused to be timely filed, all material Tax Returns and reports required to be filed by it or Merger Sub (taking into account all available extensions), which such Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Parent Financials have been established in accordance with GAAP. Section 3.12 of the Parent Disclosure Schedule 4.14(a) sets forth each jurisdiction in which each Target Company where the Parent and Merger Sub files or is required to file a Tax Return. Each Target Company has complied with all applicable Laws relating to Tax. (b) There is no current pending or, to the Knowledge of the Company, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions proceedings pending against a Target Company the Parent or Merger Sub in respect of any Tax, and no Target Company neither the Parent nor Merger Sub has been notified in writing of any proposed Tax claims or assessments against it the Parent or Merger Sub (other than, in each case, claims or assessments for which adequate reserves in the Company Parent Financials have been establishedestablished in accordance with GAAP or are immaterial in amount). (d) . There are no Liens material Encumbrances with respect to any Taxes upon any Target Companyof the Parent’s or Merger Sub’s assets, other than Permitted Liens. (ei) Each Target Company has collected Taxes, the payment of which is not yet due, or withheld all (ii) Taxes currently required to be collected or withheld charges being contested in good faith by it, appropriate proceedings and all such Taxes for which adequate reserves in the Parent Financials have been paid to established in accordance with GAAP. Neither the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company Parent nor Merger Sub has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by a Target Company the Parent or Merger Sub for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (gb) No Target Company Neither the Parent nor Merger Sub has constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of securities (to any Person or entity that is not a member of the consolidated group of which the Parent is the common parent corporation) qualifying for, or intended to qualify for, Tax-free treatment under Section 355 of the Code (i) within the two-year period ending on the date hereof or (ii) in a distribution which could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with the Merger. (c) Neither the Parent nor Merger Sub is or (i) has been at any time within the five-year period ending on the date hereof a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code and (ii) has ever been a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposes other than a group of which the Parent is or was the common parent corporation. (d) Except as would not reasonably be expected to have a Material Adverse Effect, neither Parent nor Merger Sub has made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority authority. (e) The Parent is not a party to any contract, agreement, plan or arrangement that, individually or collectively, could reasonably be expected to give rise to the payment of any amount that would not be deductible pursuant to Sections 280G or 162(m) of the Code. (f) Neither the Parent nor Merger Sub participated in, or sold, distributed or otherwise promoted, any “reportable transaction,” as defined in Treasury Regulation Section 1.6011-4. (g) Neither the Parent nor Merger Sub has taken any action that would reasonably be expected to have give rise to (i) a material impact on its Taxes following “deferred intercompany transaction” within the Closingmeaning of Treasury Regulation Section 1.1502-13 or an “excess loss account” within the meaning of Treasury Regulation Section 1.1502-19, or (ii) the recognition of a deferred intercompany transaction. (h) No Target Company has any Liability for Since December 31, 2008, neither the Taxes of another Person (other than another Target Company) Parent nor Merger Sub have (i) under changed any applicable Tax accounting methods, policies or procedures except as required by a change in Law, (ii) as a transferee made, revoked, or successoramended any material Tax election, (iii) filed any amended Tax Returns or claim for refund, or (iiiiv) by contract, indemnity or otherwise. No Target Company is a party to or bound by entered into any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice with respect to Taxes (including advance pricing agreement, closing agreement affecting or other agreement relating to Taxes with otherwise settled or compromised any Governmental Authority) that will be binding on the Company material Tax liability or its Subsidiaries with respect to any period following the Closing Daterefund. (i) No Target Company has requested, or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding.

Taxes and Returns. (a) Each Target Company SPAC has or will have timely filed, or caused to be timely filed, all income and other material Tax Returns and reports required to be filed by it (taking into account all available extensions)it, which Tax Returns are true, accurate, correct and complete in all material respects, and . SPAC has timely paid, collected or withheld, or caused to be timely paid, collected or withheld, all material Taxes required to be paid, collected or withheldpaid by it, other than such Taxes being contested in good faith by appropriate proceedings and for which adequate reserves in the Company Financials have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Return. Each Target Company has complied with all applicable Laws relating to Tax. (b) There is no current pending orSPAC has complied in all material respects with all applicable Tax Laws relating to withholding and remittance of Taxes, and all material amounts of Taxes required by applicable Tax Laws to be withheld by SPAC have been withheld and timely paid over to the Knowledge of the Companyappropriate Governmental Authority, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is including with respect to any amounts owing to or may be subject to taxation by that jurisdictionfrom any employee, independent contractor, shareholder, creditor, or other third party. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no material claims, assessments, audits, examinations, investigations or other Actions pending pending, in progress or threatened against a Target Company SPAC, in respect of any Tax, and no Target Company SPAC has not been notified in writing of any material proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established)SPAC. (d) There are no material Liens with respect to any Taxes upon any Target Companyof SPAC’s assets, other than Permitted Liens. (e) Each Target Company . SPAC has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company has any no outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by a Target Company SPAC for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (g) No Target Company has made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (h) No Target Company has any Liability for the Taxes of another Person (other than another Target Company) (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwiseTaxes. No Target Company is a party to or bound written claim which remains outstanding has been made by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the Company or its Subsidiaries with respect to any period following the Closing Date. (i) No Target Company has requested, or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to a jurisdiction in which SPAC does not file a Tax Return that SPAC is or may be subject to Tax in that jurisdiction that would be the subject of or covered by such Tax Return. (e) SPAC has not had a permanent establishment, branch or representative office in any Taxescountry other than the country of its organization. SPAC is not treated for any Tax purpose as a resident in a country other than the country of its incorporation. (f) SPAC has not in any year for which the applicable statute of limitations remains open distributed stock of another person, nor has had its shares distributed by another person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 or Section 361 of the Code. (g) SPAC has not been a party to a transaction that is or is substantially similar to a “listed transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(2), or any such request outstandingother transaction requiring disclosure under analogous provisions of state, local or foreign Tax Law. (h) SPAC has duly retained all records that it is required to retain for Tax purposes, or that would be needed to substantiate any claim made or position taken in relation to Taxes. (i) SPAC has not taken, and has not agreed to take, any action not contemplated by this Agreement and/or any Ancillary Agreements that could reasonably be expected to prevent the Transactions from qualifying for the Intended Tax Treatment. To the knowledge of SPAC, there are no facts or circumstances that could reasonably be expected to prevent the Transactions from qualifying for the Intended Tax Treatment. SPAC is not aware of any plan or intention to cause PubCo or SPAC to be liquidated (for U.S. federal income tax purposes) following the Mergers. To the knowledge of SPAC, no SPAC Stockholder or Company Shareholder has entered into, or has any current plan or intention to enter into, any Contract to dispose of any PubCo Shares received in the Transactions.

Taxes and Returns. (a) Each Target Company The Purchaser or each Purchaser Subsidiary has or will have timely filed, or caused to be timely filed, all Tax Returns and reports required to be filed by it (taking into account all available extensions)it, which Tax Returns are true, accurate, correct and complete in all material respectscomplete, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Purchaser Financials have been established in accordance with GAAP. Schedule 4.14(a3.10(a) sets forth each jurisdiction in which each Target Company where the Purchaser or any Purchaser Subsidiary files or is required to file a Tax Return. Each Target Company Purchaser Entity has complied in all material respects with all applicable Laws relating to Tax. (b) . There is no current pending or, to the Knowledge of the Companya Purchaser Entity, threatened Action against a Target Company such Purchaser Entity by a Governmental Authority in a jurisdiction where the Target Company Purchaser Entity does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending proceedings pending, or to the Knowledge of the Purchaser, threatened Action, against a Target Company any Purchaser Entity in respect of any Tax, and no Target Company each Purchaser Entity has not been notified in writing of any proposed Tax claims or assessments against it the Purchaser Entity (other than, in each case, claims or assessments for which adequate reserves in the Company Purchaser Financials have been establishedestablished in accordance with GAAP or are immaterial in amount). (d) . There are no Liens with respect to any Taxes upon any Target Companyof the Purchaser Entity’s assets, other than Permitted Liens. (e) . Each Target Company Purchaser Entity has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company . Each Purchaser Entity has any no outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by a Target Company any Purchaser Entity for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (gb) No Target Company Since June 30, 2019, each Purchaser Entity has made not (i) changed any Tax accounting methods, policies or procedures except as required by a change in accounting method or received a ruling fromLaw, (ii) made, revoked, or signed an amended any material Tax election, (iii) filed any amended Tax Returns or claim for refund or (iv) entered into any closing agreement with, affecting or otherwise settled or compromised any taxing authority that would reasonably be expected to have a material impact on its Taxes following the ClosingTax Liability or refund. (hc) No Target Company Purchaser Entity has any Liability for the Taxes of another Person (other than another Target CompanyPurchaser Entity) (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwise. No Target Company Purchaser Entity is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the Company Purchaser or its Subsidiaries any Purchaser Subsidiary with respect to any period following the Closing Date. (id) No Target Company Purchaser Entity has requested, or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding.

Taxes and Returns. (a) Each Target Company Newegg Subsidiary has or will have timely filed, or caused to be timely filed, all Tax Returns and reports required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Newegg Financials have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company Newegg Subsidiary files or is required to file a Tax Return. Each Target Company Newegg Subsidiary has complied in all material respects with all applicable Laws relating to Tax. (b) There Except as set forth in Schedule 4.14(b), there is no current pending or, to the Knowledge of the CompanyNewegg, threatened Action against a Target Company Newegg Subsidiary by a Governmental Authority in a jurisdiction where the Target Company Newegg Subsidiary does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company Except as set forth in Schedule 4.14(c), no Newegg Subsidiary is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the CompanyNewegg, orally by any Tax authority that any such audit is contemplated or pending. There Except as set forth in Schedule 4.14(c),there are no claims, assessments, audits, examinations, investigations or other Actions pending against a Target Company Newegg Subsidiary in respect of any Tax, and no Target Company Newegg Subsidiary has been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Newegg Financials have been establishedestablished or are immaterial in amount). (d) There are no Liens with respect to any Taxes upon any Target CompanyNewegg Subsidiary’s assets, other than Permitted Liens. (e) Each Target Company Newegg Subsidiary has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company Except as set forth in Schedule 4.14(f), no Newegg Subsidiary has any outstanding waivers or extensions of any applicable statute of limitations to assess any amount of Taxes. There are no outstanding requests by a Target Company Newegg Subsidiary for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (g) No Target Company Except as set forth in Schedule 4.14(g), no Newegg Subsidiary has made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (h) No Target Company Newegg Subsidiary has any Liability for the Taxes of another Person (other than another Target CompanyNewegg Subsidiary) (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwise. No Target Company Newegg Subsidiary is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the Company Newegg or its Subsidiaries with respect to any period following the Closing Date. (i) No Target Company Newegg Subsidiary has requested, or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding.

Taxes and Returns. Except as disclosed on Schedule 3.17 hereto: (a) Each Target Company has All federal, state, county and local income, franchise, excise, tariff, gross receipts, sales and use, payroll, real and personal property and all other taxes, fees, levies, duties, imposts and governmental charges, assessments and contributions, of any kind whatsoever (including, but not limited to, any interest and penalties imposed with respect thereto) ("Taxes"), for which ERC, the LLC or any of the Subsidiaries is liable with respect to any period, or portion of any period, ending on or prior to the date of the Effective Time and that are or will have timely filed, or caused to be timely filed, all Tax Returns and reports required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes required to be paid, collected or withheld by ERC, LLC or any Subsidiary and remitted to the appropriate governmental agency or other taxing authority on or prior to the date of the Effective Time, have been or will be paid collected, withheld, and remitted on or prior to the date of the Effective Time. Except with respect to certain receivables from the sale of time share units (as listed in Schedule 3.17 hereto), neither ERC, nor the LLC or any Subsidiary has any liability for any Taxes that are attributable to any period, or any portion of any period, beginning prior to the date of the Effective Time but as to which payment is not actually required until after the date of the Effective Time other than such Taxes (i) attributable to the current taxable year and (ii) the payment of which has been adequately provided for which adequate reserves and separately set forth in the Company Financials Financial Statements or the Interim Financial Statements. Copies of all returns, reports, notices, forms and other documents (including all schedules, exhibits and other attachments thereto) required to be filed by ERC, the LLC or any Subsidiary on or prior to the date of the Effective Time with respect to Taxes (including, without limitation, information returns) ("Tax Returns") have been established or will be timely filed with the appropriate governmental agency or other taxing authority on or prior to the date of the Effective Time and such Tax Returns and the copies thereof which have been or will be provided to Purchaser (as set forth in accordance with GAAP. Schedule 4.14(a3.17) sets forth each jurisdiction are or will be true, accurate and complete in which each Target Company files or is required to file a Tax Return. Each Target Company has complied with all applicable Laws relating to Taxmaterial respects. (b) There is no current pending or, ERC or the LLC has made or will make any elections (and has taken or will take any other acts) necessary to receive installment sale treatment under Section 453 of the Code with respect to the Knowledge sale of certain time share receivables (as set forth in Schedule 3.17 hereto), and no acts or omissions have been or will be committed by ERC , the LLC or any of the Company, threatened Action against Subsidiaries on or prior the Effective Time (other than any acts necessary to effect the Merger or the transactions contemplated by this Agreement) (i) that have caused or will cause a Target Company disposition of such receivables for purposes of Section 453 of the Code or (ii) that have otherwise caused or will cause any income with respect to such receivables to be realized sooner than anticipated by a Governmental Authority the terms of such receivables. The amount of income associated with the deferred Taxes attributable to certain time share receivables of the LLC (as set forth in a jurisdiction where Schedule 3.17 hereto) with respect to the Target Company does 1997 taxable year and the first five months of the 1998 taxable year of the LLC will not file Tax Returns that it is or may be subject to taxation by that jurisdictionin excess of approximately $7,000,000. (c) No Target Company is being audited by Neither ERC, nor the LLC or any Tax authority or has been notified in writing or, to the Knowledge of the CompanySubsidiaries is currently subject to a Tax audit or any other similar proceeding nor has received from any governmental or taxing authority any written notice of proposed adjustment, orally deficiency or underpayment of any Taxes, which notice has not been satisfied by payment or been withdrawn, and there are no claims relating to Taxes that have been asserted or threatened against ERC, the LLC or any Tax authority that any such audit is contemplated or pendingof the Subsidiaries. There are no claims, assessments, audits, examinations, investigations agreements or other Actions pending against a Target Company in respect waivers relating to the extension of time for the assessment of any TaxTaxes of ERC, and no Target Company the LLC or any of the Subsidiaries other than routine audit extensions granted in the ordinary course of business. No consent under Section 341(f) of the Code has been notified in writing filed with respect to ERC, the LLC or any of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established). (d) Subsidiaries. There are no Liens proposed reassessments of any property owned by ERC, the LLC or any of the Subsidiaries that could increase the amount of any Tax to which ERC, LLC or any of the Subsidiaries would be subject. Neither ERC, nor the LLC or any of the Subsidiaries has (i) been a member of any affiliated group (other than the affiliated group of which each such party is currently a member) or (ii) filed a Tax Return on a consolidated, combined or unitary basis. Neither ERC, nor the LLC or any of the Subsidiaries is subject to any accumulated earnings tax penalty nor has received any notification regarding a personal holding company tax. Except with respect to certain receivables from the sale of time share units (as listed in Schedule 3.17 hereto) neither ERC, nor the LLC or any of the Subsidiaries has any deferred income reportable for a period ending after the date of the Effective Time but that is attributable to a transaction (e.g. an installment sale) occurring in, or resulting from a change in accounting method made for, a period ending on or prior to the date of the Effective Time. Neither ERC, nor the LLC or any of the Subsidiaries is obligated under any agreement with respect to industrial development bonds or other obligations with respect to which the excludability from gross income of the holder for U.S. federal income tax purposes could be affected by the transactions contemplated by this Agreement. No power of attorney that is currently in force has been granted with respect to any currently ongoing audits of Taxes upon that could affect ERC, the LLC or any Target Company’s assetsof the Subsidiaries. At all times since August 25, other than Permitted Liens. (e) Each Target Company 1994, ERC has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside had in appropriate accounts for future payment when due. (f) No Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any amount of Taxes. There are no outstanding requests by a Target Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (g) No Target Company has made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (h) No Target Company has any Liability for the Taxes of another Person (other than another Target Company) effect (i) a valid election under Section 1362(a) of the Code (or a comparable election under any applicable Tax Lawsuccessor provision) to be taxed as an S Corporation for federal income tax purposes (an "S Election") (or comparable election under state or local law), (ii) to the extent permitted by law, a comparable election in each state in which it conducts business, and (iii) to the extent permitted by law, a comparable local law election in each locality in which it conducts business and is subject to a local income tax. ERC has not received and is not aware of any proposal from any federal, state or local taxing authority to disallow such S Election (or comparable state or local law election) for any taxable year. ERC has not been and is not subject to Taxes imposed by (i) Section 1371 of the Code, (ii) Section 1375 of the Code, or (iii) Section 1374 of the Code. Neither ERC, nor the LLC or any of the Subsidiaries is a party to any agreement relating to allocating or sharing the payment of, or liability for, Taxes for any taxable period (or portion thereof). Neither ERC, nor the LLC nor any of the Subsidiaries has any liability for any Taxes pursuant to Treasury Regulation ss. 1.1502-6 or comparable provisions of state, local or foreign tax law or as a transferee or successor, or (iii) by contract, indemnity contract or otherwise. No Target Company is ERC, the LLC, each Subsidiary and each of the ERC Shareholders qualifies as a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority"United States person" within the meaning of Section 7701(a)(30) that will be binding on of the Company or its Subsidiaries with respect to any period following the Closing DateCode. (i) No Target Company has requested, or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding.

Taxes and Returns. (a) Each Target Company has or will have timely filed, or caused to be timely filed, all Tax Returns and reports required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Returnestablished. Each Target Company has complied with all applicable Laws relating to Tax. (b) There is no current pending or, to the Knowledge of the Company, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against a Target Company in respect of any Tax, and no Target Company has been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established). (d) There are no Liens with respect to any Taxes upon any Target Company’s assets, other than Permitted Liens. (e) Each Target Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any amount of Taxes. There are no outstanding requests by a Target Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (g) No Target Company has made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (h) No Target Company has participated in, or sold, distributed or otherwise promoted, any “reportable transaction,” as defined in Treasury Regulation section 1.6011-4. (i) No Target Company has any Liability for the Taxes of another Person (other than another Target Company) (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwiseotherwise (excluding commercial agreements entered into in the ordinary course of business, the primary purpose of which is not the sharing of Taxes). No Target Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice (excluding commercial agreements entered into in the ordinary course of business, the primary purpose of which is not the sharing of Taxes) with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the any Target Company or its Subsidiaries with respect to any period following the Closing Date. (ij) No Target Company has requested, or is it the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding.

Taxes and Returns. (a) Each Target Company has or will have timely filed, or caused to be timely filed, all Tax Returns and reports required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Return. Each Target Company has complied with all applicable Laws relating to Tax. (b) There is no current pending or, to the Knowledge of the Company, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against a Target Company in respect of any Tax, and no Target Company has been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established). (d) There are no Liens with respect to any Taxes upon any Target Company’s assets, other than Permitted Liens. (e) Each Target Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any amount of Taxes. There are no outstanding requests by a Target Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (g) No Target Company has made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (h) No Target Company has any Liability for the Taxes of another Person (other than another Target Company) (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwise. No Target Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the Company or its Subsidiaries with respect to any period following the Closing Date. (i) No Target Company has requested, or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding.

Taxes and Returns. (a) Each Target Company MICT has or will have timely filed, or caused to be timely filed, all Tax Returns and reports required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has timely paid, collected or withheld, or caused to be timely paid, collected or withheldwithheld (whether or not shown on any Tax Return), all Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company MICT Financials have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction GAAP and has no Liability for Taxes in which each Target Company files or is required to file a Tax Return. Each Target Company has complied with all applicable Laws relating to Tax. (b) There is no current pending or, to the Knowledge excess of the Companyamounts so paid. The MICT Financials reflect all material Liabilities for unpaid Taxes of MICT for the periods (or portions of periods) covered by the MICT Financials. MICT has no material Liability for unpaid Taxes accruing after the MICT Financials date, threatened Action against a Target Company by a Governmental Authority except for Taxes arising in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge ordinary course of the Company, orally by any Tax authority that any such audit is contemplated or pendingbusiness consistent with past practice. There are no claims, assessments, audits, examinations, investigations or other Actions proceedings pending against a Target Company MICT in respect of any Tax, and no Target Company MICT has not been notified in writing of any proposed Tax claims or assessments against it MICT (other than, in each case, claims or assessments for which adequate reserves in the Company MICT Financials have been establishedestablished in accordance with GAAP or are immaterial in amount). (d) . There are no Liens with respect to any Taxes upon any Target Companyof MICT’s assets, other than Permitted Liens. (e) Each Target Company . MICT has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company has any no outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by a Target Company MICT for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (gb) No Target Company Since January 1, 2020, MICT has made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (h) No Target Company has any Liability for the Taxes of another Person (other than another Target Company) not (i) under changed any applicable Tax accounting methods, policies or procedures except as required by a change in Law, (ii) as a transferee or successormade, revoked, or amended any material Tax election, (iii) filed any amended Tax Returns or claim for refund or (iv) entered into any closing agreement affecting or otherwise settled or compromised any material Tax Liability or refund. (c) To the Knowledge of MICT, and based on advice of counsel: (a) there are no jurisdictions in which MICT is legally required to file a Tax Return other than the jurisdictions in which MICT has filed Tax Returns; (b) MICT is not subject to Tax in any jurisdiction other than its country of incorporation, organization or formation by contractvirtue of having employees, indemnity a permanent establishment or otherwise. No Target Company any other place of business in such jurisdiction; and (c) MICT is and has always been a party to tax resident solely in the U.S. (d) MICT does not participate nor has it ever participated in or bound by engaged in any transaction involving Tax indemnity agreementplanning that requires reporting under applicable Tax Law, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice including with respect to U.S. federal, state or local value added Taxes or similar services or sales Taxes (including advance pricing agreement“VAT”), closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the Company or its Subsidiaries with respect to any period following the Closing Dateif any. (ie) No Target Company There are no applicable Tax holidays or incentives. MICT is in compliance in all material respects with the requirements for any applicable Tax holidays or incentives and none of the Tax holidays or incentives will be jeopardized in any material respect by the transactions contemplated by this Agreement and any Ancillary Document. (f) MICT is in compliance in all material respects with all applicable transfer pricing laws and regulations, including, if applicable, the execution and maintenance of contemporaneous documentation substantiating the transfer pricing practices and methodology of MICT. The prices for any property or services (or for the use of any property) provided by or to MICT or any of its Subsidiaries are arm’s length prices for purposes of all applicable transfer pricing laws. (g) Each of the MICT Subsidiaries is duly registered for the purposes of VAT and has requested, or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement complied in all material respects with any Governmental Authority with respect to any Taxes, nor is any such request outstandingall requirements concerning VAT.

Taxes and Returns. (a) Each Target Company The Seller has or will have timely filed, or caused to be timely filed, all material federal, state, local and foreign Tax Returns returns and reports required to be filed by it the Seller or any of its Subsidiaries (taking into account all available extensions) (collectively, “Tax Returns”), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Seller Financials have been established in accordance with GAAP. Schedule 4.14(aestablished. (b) Section 3.18(b) of the Seller Disclosure Letter sets forth each jurisdiction in which where the Seller and each Target Company of its Subsidiaries’ files or is required to file a Tax Return. Each Target Company has complied with all applicable Laws relating to Tax. (b) There is no current pending or, to the Knowledge of the Company, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company Neither the Seller nor any of its Subsidiaries is being audited by any Tax taxing authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. . (d) There are no material claims, assessments, audits, examinations, investigations or other Actions proceedings pending against a Target Company the Seller or any of its Subsidiaries in respect of any Tax, and no Target Company neither the Seller nor any of its Subsidiaries has been notified in writing of any proposed Tax claims or assessments against it the Seller or any of its Subsidiaries (other than, in each case, claims or assessments for which adequate reserves in the Company Seller Financials have been established). (de) There are no Liens Encumbrances with respect to any Taxes upon any Target Companyof the Seller’s or its Subsidiaries’ assets, other than Permitted Liens. (ei) Each Target Company has collected Taxes, the payment of which is not yet due, or withheld all (ii) Taxes currently required to be collected or withheld charges being contested in good faith by it, appropriate proceedings and all such Taxes for which adequate reserves in the Seller Financials have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when dueestablished. (f) No Target Company Neither the Seller nor any of its Subsidiaries has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by a Target Company the Seller or any of its Subsidiaries for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (g) No Target Company Neither the Seller nor any of its Subsidiaries has made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (h) No Target Company Neither the Seller nor any of its Subsidiaries participated in, or sold, distributed or otherwise promoted, any “reportable transaction,” as defined in Treasury Regulation section 1.6011-4. (i) Neither the Seller nor any of its Subsidiaries has any Liability liability or potential liability for the Taxes of another Person (other than another Target Company) (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwise. No Target Company . (j) Neither the Seller nor any of its Subsidiaries is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice with respect to material Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authoritytaxing authority) that will be binding on the Company Seller or any of its Subsidiaries with respect to any period following the Closing Date. (ik) No Target Company Neither the Seller nor any of its Subsidiaries has requested, requested or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority taxing authority with respect to any material Taxes, nor is any such request outstanding.

Taxes and Returns. (a) Each Target Company The Purchaser has or will have (i) duly and timely filed, or caused to be timely filed, all Tax Returns and reports required to be filed by it it, (taking into account ii) all available extensions), which such Tax Returns are true, accurate, correct accurate and complete in all material respects, (iii) complied in all respects with all applicable Laws relating to the reporting, payment, collection and withholding of Taxes and has paid, duly and timely collected or withheld, and paid over to the applicable Governmental Authority, or caused to be paid, collected or withheld, and paid over to the applicable Governmental Authority, and reported all Taxes (including income, social security and other payroll Taxes) required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Purchaser Financials have been established in accordance with GAAP, (iv) (A) properly collected all sales Taxes required to be collected in the time and manner required by applicable Law and remitted such sales Taxes to the applicable Governmental Authority in the manner required by applicable Law and (B) properly requested, received and retained all necessary exemption certificates and other documentation supporting any claimed exemption or waiver of Taxes on sales or similar transactions as to which it would otherwise have been obligated to collect or withhold Taxes, and (v) provided or made available to the Company true, complete and correct copies of all Tax Returns relating to, and all audit reports and correspondence relating to each proposed adjustment, if any, made by any Governmental Authority with respect to, any taxable period ending after for which the statute of limitations has not expired. Schedule 4.14(a) The Purchaser has complied with all applicable Laws relating to Taxes. Section 3.11 of the Purchaser Disclosure Schedules sets forth each jurisdiction in which each Target Company where the Purchaser files or is required to file a Tax Return. Each Target Company has complied with all applicable Laws relating to Tax. (b) There is no current pending or, to the Knowledge of the Company, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions proceedings pending against a Target Company the Purchaser in respect of any Tax, and no Target Company the Purchaser has not been notified in writing of any proposed Tax claims or assessments against it the Purchaser (other than, in each case, claims or assessments for which adequate reserves in the Company Purchaser Financials have been establishedestablished in accordance with GAAP or are immaterial in amount). (d) . There are no Liens with respect to any Taxes upon any Target Companyof the Purchaser’s assets, other than Permitted Liens. (e) Each Target Company . The Purchaser has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company has any no outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by a Target Company the Purchaser for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (gb) No Target Company Since the date of its formation, the Purchaser has made not (i) changed any Tax accounting methods, policies or procedures except as required by a change in accounting method or received a ruling fromLaw, (ii) made, revoked, or signed an amended any material Tax election, (iii) filed any amended Tax Returns or claim for refund or (iv) entered into any closing agreement withaffecting or otherwise settled or compromised any material Tax liability or refund. (c) To the Knowledge of the Purchaser, any taxing authority there are no facts or circumstances that would reasonably be expected to have a material impact on its Taxes following prevent the Closing. (h) No Target Company has any Liability for the Taxes of another Person (other than another Target Company) (i) under any applicable Tax Law, (ii) Merger from qualifying as a transferee or successor, or (iii“reorganization” within the meaning of Section 368(a) by contract, indemnity or otherwise. No Target Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on of the Company or its Subsidiaries with respect to any period following the Closing DateCode. (i) No Target Company has requested, or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding.

Taxes and Returns. (a) Each Target Company LLIT Entity has or will have timely filed, or caused to be timely filed, all Tax Returns and reports required to be filed by it (taking into account all available extensions)it, which Tax Returns are true, accurate, correct and complete in all material respectscomplete, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company LLIT Financials have been established in accordance with GAAP. Schedule 4.14(a3.10(a) sets forth each jurisdiction in which each Target Company where any LLIT Entity files or is required to file a Tax Return. Each Target Company LLIT Entity has complied in all material respects with all applicable Laws relating to Tax. (b) . There is no current pending or, to the Knowledge of the Companya LLIT Entity, threatened Action against a Target Company such LLIT Entity by a Governmental Authority in a jurisdiction where the Target Company such LLIT Entity does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending proceedings pending, or to the Knowledge of LLIT, threatened Action, against a Target Company any LLIT Entity in respect of any Tax, and no Target Company LLIT Entity has been notified in writing of any proposed Tax claims or assessments against it any LLIT Entity (other than, in each case, claims or assessments for which adequate reserves in the Company LLIT Financials have been establishedestablished in accordance with GAAP or are immaterial in amount). (d) . There are no Liens with respect to any Taxes upon any Target CompanyLLIT Entity’s assets, other than Permitted Liens. (e) . Each Target Company LLIT Entity has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) . No Target Company LLIT Entity has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by a Target Company any LLIT Entity for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (gb) No Target Company Since the beginning of the three most recent fiscal years, no LLIT Entity has made (i) changed any Tax accounting methods, policies or procedures except as required by a change in Law or permitted by applicable accounting method or received a ruling fromprinciples, (ii) made, revoked, or signed an amended any material Tax election, (iii) filed any amended Tax Returns or claim for refund or (iv) entered into any closing agreement with, affecting or otherwise settled or compromised any taxing authority that would reasonably be expected to have a material impact on its Taxes following the ClosingTax Liability or refund. (hc) No Target Company LLIT Entity has any Liability for the Taxes of another Person (other than another Target CompanyLLIT Entity) (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwise. No Target Company LLIT Entity is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice with respect to Taxes (including any advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the Company LLIT or its Subsidiaries any LLIT Subsidiary with respect to any period following the Closing Date. (id) No Target Company LLIT Entity has requested, or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding.

Taxes and Returns. (a) Each Target The Company has or will have timely filed, or caused to be timely filed, all material Tax Returns and reports required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct accurate and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Return. Each Target Company has complied with all applicable Laws relating to Taxestablished. (b) There is no current Action currently pending or, to the Knowledge of the Company, threatened Action against a Target the Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target The Company is not being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against a Target the Company in respect of any Tax, and no Target the Company has not been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established). (d) There are no Liens with respect to any Taxes upon any Target the Company’s assets, other than Permitted Liens. (e) Each Target The Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target The Company has any no outstanding waivers or extensions of any applicable statute of limitations to assess any amount of Taxes. There are no outstanding requests by a Target the Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (g) No Target The Company has not (i) made any material change in accounting method (except as required by a change in Law or GAAP); or (ii) received a ruling from, or signed an agreement with, any taxing authority that authority, which, in any case, would reasonably be expected to have a material impact on its Taxes following the Closing. (h) No Target The Company has not participated in, or sold, distributed or otherwise promoted, any “reportable transaction,” as defined in U.S. Treasury Regulation section 1.6011-4. (i) The Company has no Liability or potential Liability for the Taxes of another Person (other than another Target Companyan Affiliate) that are not adequately reflected in the Company Financials (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwise. No Target otherwise (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes). (j) The Company is not a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes) with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the Company or its Subsidiaries with respect to any period following the Closing Date. (ik) No Target The Company has not requested, or is it the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding. (l) The Company has not constituted either a “distributing corporation” or a “controlled corporation” in connection with a distribution described in Section 355 of the Code (or so much of Section 356 of the Code as it relates to Section 355 of the Code). (m) The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897(c)(2) of the Code. (n) The Company is not aware of any fact or circumstance that would reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

Taxes and Returns. (a) Each Target The Company has or will have timely filed, or caused to be timely filed, all material federal, state, local and foreign Tax Returns returns and reports required to be filed by it (taking into account all available extensions) (collectively, “Tax Returns”), which such Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes material taxes required to be paid, collected or withheld, other than such Taxes that it is contesting in good faith or for which adequate reserves in the Company Financials have been established in accordance with GAAP. Section 2.17 of the Company Disclosure Schedule 4.14(a) sets forth each jurisdiction in which each Target where the Company files or is required to file a Tax Return. Each Target Company has complied with all applicable Laws relating to Tax. (b) There is no current pending or, to the Knowledge of the Company, threatened Action against a Target Company by a Governmental Authority in a jurisdiction except where the Target Company does failure to file would not file Tax Returns that it is or may reasonably be subject expected to taxation by that jurisdiction. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pendinghave a Material Adverse Effect. There are no claims, assessments, audits, examinations, investigations or other Actions proceedings pending against a Target the Company in respect of any Tax, and no Target the Company has not been notified in writing of any proposed Tax claims claims, assessments or assessments audits against it the Company (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been establishedestablished in accordance with GAAP or are immaterial in amount). (d) . There are no Liens material Encumbrances with respect to any Taxes upon any Target of the Company’s assets, other than Permitted Liens. than: (ei) Each Target Taxes, the payment of which are not yet due, (ii) Taxes or charges being contested in good faith by appropriate proceedings, or (iii) Taxes for which adequate reserves in the Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes Financials have been paid to the appropriate Governmental Authorities or set aside established in appropriate accounts for future payment when due. (f) No Target accordance with GAAP. The Company has does not have any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by a Target the Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (gb) No Target The Company has not constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of securities (to any Person or entity that is not a member of the consolidated group of which the Company is the common parent corporation) qualifying for, or intended to qualify for, Tax-free treatment under Section 355 of the Code: (i) within the two-year period ending on the date hereof or (ii) in a distribution which could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with the Merger. (c) The Company is not nor: (i) has it been at any time within the five-year period ending on the date hereof a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code and (ii) has it ever been a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposes other than a group of which the Company is or was the common parent corporation. (d) Except as would not reasonably be expected to have a Material Adverse Effect, during the past 5 years the Company has not made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority authority. (e) The Company has not participated in, or sold, distributed or otherwise promoted, any “reportable transaction,” as defined in Treasury Regulation Section 1.6011-4. (f) The Company has not taken any action that would reasonably be expected to have give rise to: (i) a “deferred intercompany transaction” within the meaning of Treasury Regulation Section 1.1502-13 or an “excess loss account” within the meaning of Treasury Regulation Section 1.1502-19, or (ii) the recognition of a deferred intercompany transaction. (g) Since May 31, 2008, the Company has not: (i) changed any Tax accounting methods, policies or procedures except as required by a change in Law, (ii) made, revoked or amended any material impact on its Taxes following the ClosingTax election, (iii) filed any amended Tax Returns or claim for refund or (iv) entered into any closing agreement affecting or otherwise settled or compromised any material Tax liability or refund. (h) No Target Company has For purposes of this Agreement, the term “Tax” or “Taxes” shall mean any Liability for the Taxes of another Person (other than another Target Company) (i) under any applicable Tax Lawtax, (ii) as a transferee or successorcustom, or (iii) by contractduty, indemnity or otherwise. No Target Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice with respect to Taxes (including advance pricing agreement, closing agreement governmental fee or other agreement relating to Taxes with like assessment or charge of any Governmental Authority) that will be binding on the Company or its Subsidiaries with respect to any period following the Closing Date. (i) No Target Company has requestedkind whatsoever, or is the subject of or bound imposed by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority (including any federal, state, local, foreign or provincial income, gross receipts, property, sales, use, net worth, premium, license, excise, franchise, employment, payroll, alternative or added minimum, ad valorem, transfer or excise tax) together with respect to any Taxesinterest, nor is any such request outstandingaddition or penalty imposed thereon.

Taxes and Returns. (a) Each Target The Company has or will have timely filed, or caused to be timely filed, all material federal, state, local and foreign Tax Returns returns and reports required to be filed by it any member of the Company Group (taking into account all available extensions) (collectively, “Tax Returns”), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Kuncheng Financials have been established in accordance with GAAP. Schedule 4.14(aestablished. (b) Section 2.17(b) of the Company Disclosure Letter sets forth each jurisdiction in which where the Company and each Target Company Subsidiary files or is required to file a Tax Return. Each Target Company has complied with all applicable Laws relating to Tax. (b) There is no current pending or, to the Knowledge of the Company, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Neither the Company nor any of the Company Subsidiaries is being audited by any Tax taxing authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. . (d) There are no material claims, assessments, audits, examinations, investigations or other Actions proceedings pending against a Target the Company or any of the Company Subsidiaries in respect of any Tax, and no Target neither the Company nor any of the Company Subsidiaries has been notified in writing of any proposed Tax claims or assessments against it the Company or any of the Company Subsidiaries (other than, in each case, claims or assessments for which adequate reserves in the Company Kuncheng Financials have been established). (de) There are no Liens Encumbrances with respect to any Taxes upon any Target of the Company’s or the Company Subsidiaries’ assets, other than Permitted Liens. (ei) Each Target Company has collected Taxes, the payment of which is not yet due, or withheld all (ii) Taxes currently required to be collected or withheld charges being contested in good faith by it, appropriate proceedings and all such Taxes for which adequate reserves in the Kuncheng Financials have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when dueestablished. (f) No Target Neither the Company nor any of the Company Subsidiaries has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by a Target the Company or any of the Company Subsidiaries for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (g) No Target Neither the Company nor any of the Company Subsidiaries has made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (h) No Target Neither the Company nor any of the Company Subsidiaries participated in, or sold, distributed or otherwise promoted, any “reportable transaction,” as defined in Treasury Regulation section 1.6011-4. (i) Neither the Company nor any Company Subsidiary has any Liability liability or potential liability for the Taxes of another Person (other than another Target Company) (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwise. No Target . (j) Neither the Company nor any Company Subsidiary is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice with respect to material Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authoritytaxing authority) that will be binding on the Company or its Subsidiaries any Company Subsidiary with respect to any period following the Closing Date. (ik) No Target Neither the Company nor any Company Subsidiary has requested, requested or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority taxing authority with respect to any material Taxes, nor is any such request outstanding. (l) For purposes of this Agreement, the term “Tax” or “Taxes” shall mean any tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, imposed by any Governmental Authority (including any federal, state, local, foreign or provincial income, gross receipts, property, sales, use, net worth, premium, license, excise, franchise, employment, payroll, social security, workers compensation, unemployment compensation, alternative or added minimum, ad valorem, transfer or excise tax) together with any interest, addition or penalty imposed thereon.

Taxes and Returns. (a) Each Target Company has or will have timely filed, or caused to be timely filed, all income Tax Returns and reports all other material Tax Returns required to be filed by it (taking into account all available extensions), which Tax Returns are true, accuratecorrect, correct and complete in all material respects, and has timely paid, collected or withheld, or caused to be timely paid, collected or withheld, all income Taxes and other material Taxes required to be paid, collected or withheld, other than such Taxes that are not yet due and payable and for which adequate reserves in the Company Financials have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Return. Each Target Company has complied with all applicable Laws relating to Tax. (b) There is no current pending or, to No written claim has been made within the Knowledge of the Company, threatened Action against a Target Company last thirty-six (36) months by a any Governmental Authority in any jurisdiction in which a jurisdiction where the Target Company does not currently file a Tax Returns Return that it such Target Company is or may be subject to taxation by in that jurisdiction, which claim has not been resolved. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations investigations, or other Actions pending against a the Target Company Companies in respect of any material amount of Tax, and no Target Company has been notified in writing of any proposed material Tax claims or assessments against it such Target Company (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been establishedestablished in accordance with GAAP). (d) There are no Liens with respect to any Taxes upon any Target Company’s assets, other than Permitted Liens. (e) Each Target Company has collected or withheld all material Taxes currently required to be collected or withheld by it, and all such material Taxes have been paid to or deposited with the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company has any outstanding waivers waivers, extensions, or requests for extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by a Target Company for any extension of time within which to file any material Tax Return or within which to pay any material Taxes shown to be due on any material Tax Return. (g) No Within the last thirty-six (36) months, no Target Company has made any changes in any Tax accounting method (except as required by a change in accounting method or received a ruling from, or signed an agreement with, any taxing authority Law) that would reasonably be expected to have a material impact on its such Target Company’s Taxes following the Closing. (h) No Target Company has engaged in or entered into any “listed transaction,” as defined in Treasury Regulations Section 1.6011-4(b)(2). (i) No Target Company has any Liability for the material Taxes of another Person (other than another Target Company) that are not adequately reflected in the Company Financials (i) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign applicable Tax Law), (ii) as a transferee or successor, or (iii) by contract, contract or indemnity or otherwise(excluding commercial contracts and agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes). No Target Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice with respect to Taxes agreement (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on excluding commercial agreements entered into in the Company or its Subsidiaries with respect to any period following ordinary course of business the Closing Dateprimary purpose of which is not the sharing of Taxes). (ij) No Target Company has requested, or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement agreement, or similar ruling, memorandum memorandum, or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding, except, in each case, to the extent that the effect of such ruling, memorandum, or agreement would not reasonably be expected to be material to the Taxes of such Target Company after Closing.

Taxes and Returns. Except as set forth on Schedule 6.14: (a) Each Target Company has or will have timely filed, or caused to be timely filed, all material Tax Returns and reports required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Return. Each Target Company has complied with all applicable Laws relating to Taxestablished. (b) There is Within the past three (3) years, no current pending or, to the Knowledge of the Company, threatened Action claim has ever been made against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against a Target Company in respect of any material Tax, and no Target Company has been notified in writing of any material proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established). (d) There are no Liens with respect to any Taxes upon any Target Company’s assets, other than Permitted Liens. (e) Each Target Company has collected or withheld all material Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any amount of Taxes. There are no outstanding requests by a Target Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (g) No Target Company has made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (h) No Target Company has any Liability for the Taxes of another Person (other than another Target Company) (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwise. No Target Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the Company or its Subsidiaries with respect to any period following the Closing Date. (i) No Target Company has requested, or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding.

Taxes and Returns. Except as set forth on Schedule 6.14: (a) Each Target Company has or will have timely filed, or caused to be timely filed, all material Tax Returns and reports required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Return. Each Target Company has complied with all applicable Laws relating to Taxestablished. (b) There is no current pending or, to To the Knowledge of the Company, there is no current pending or threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against a Target Company in respect of any material Tax, and no Target Company has been notified in writing of any material proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established). (d) There are no Liens with respect to any Taxes upon any Target Company’s assets, other than Permitted Liens. (e) Each Target Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by a Target Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax ReturnReturn outside the ordinary course of business. (g) No Target Company has made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (hf) No Target Company has any Liability for the Taxes of another Person (other than another Target Company) (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iiiii) by contract, indemnity or otherwiseotherwise (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which was not the sharing of Taxes). No Target Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which was not the sharing of Taxes) with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the such Target Company or its Subsidiaries with respect to any period following the Closing Date. (ig) No Target Company is or has requestedever been (A) a U.S. real property holding corporation within the meaning of Section 897(c)(2) of the Code, or (B) a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposes other than a group of which the Company is or was the subject common parent corporation. (h) No Target Company is treated as a domestic corporation (as such term is defined in Section 7701 of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstandingthe Code) for U.S. federal income tax purposes.

Taxes and Returns. (a) Each Target The Company has or will have timely filed, or caused to be timely filed, all material federal, state, local and foreign Tax Returns returns and reports required to be filed by it any member of the Shuhai Group (taking into account all available extensions) (collectively, “Tax Returns”), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Shuhai Audited Financials have been established in accordance with GAAP. Schedule 4.14(aestablished. (b) Section 2.17(b) of the Company Disclosure Letter sets forth each jurisdiction in which where the Company and each Target Company Shuhai Subsidiary files or is required to file a Tax Return. Each Target Company has complied with all applicable Laws relating to Tax. (b) There is no current pending or, to the Knowledge of the Company, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Neither the Company nor any of the Shuhai Subsidiaries is being audited by any Tax taxing authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. . (d) There are no material claims, assessments, audits, examinations, investigations or other Actions proceedings pending against a Target the Company or any of the Shuhai Subsidiaries in respect of any Tax, and no Target neither the Company nor any of the Shuhai Subsidiaries has been notified in writing of any proposed Tax claims or assessments against it the Company or any of the Shuhai Subsidiaries (other than, in each case, claims or assessments for which adequate reserves in the Company Shuhai Financials have been established). (de) There are no Liens Encumbrances with respect to any Taxes upon any Target of the Company’s or the Shuhai Subsidiaries’ assets, other than Permitted Liens. (ei) Each Target Company has collected Taxes, the payment of which is not yet due, or withheld all (ii) Taxes currently required to be collected or withheld charges being contested in good faith by it, appropriate proceedings and all such Taxes for which adequate reserves in the Shuhai Financials have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when dueestablished. (f) No Target Neither the Company nor any of the Shuhai Subsidiaries has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by a Target the Company or any of the Shuhai Subsidiaries for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (g) No Target Neither the Company nor any of the Shuhai Subsidiaries has made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (h) No Target Neither the Company nor any of the Shuhai Subsidiaries participated in, or sold, distributed or otherwise promoted, any “reportable transaction,” as defined in U.S. Treasury Regulation section 1.6011-4. (i) Neither the Company nor any Shuhai Subsidiary has any Liability liability or potential liability for the Taxes of another Person (other than another Target Company) (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwise. No Target . (j) Neither the Company nor any Shuhai Subsidiary is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice with respect to material Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authoritytaxing authority) that will be binding on the Company or its Subsidiaries any Shuhai Subsidiary with respect to any period following the Closing Date. (ik) No Target Neither the Company nor any Shuhai Subsidiary has requested, requested or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority taxing authority with respect to any material Taxes, nor is any such request outstanding. (l) For purposes of this Agreement, the term “Tax” or “Taxes” shall mean any tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, imposed by any Governmental Authority (including any federal, state, local, foreign or provincial income, gross receipts, property, sales, use, net worth, premium, license, excise, franchise, employment, payroll, social security, workers compensation, unemployment compensation, alternative or added minimum, ad valorem, transfer or excise tax) together with any interest, addition or penalty imposed thereon.

Taxes and Returns. (a) Each Target Company Except as set forth on the Parent Disclosure Schedule, Parent has or will have timely filed, or caused to be timely filed, all Tax Returns and reports required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves reserves, as disclosed in the Company Financials Parent SEC Reports, have been established in accordance with GAAP. Section 3.11 of the Parent Disclosure Schedule 4.14(a) sets forth each jurisdiction in which each Target Company where the Parent and Merger Sub files or is required to file a Tax Return. Each Target Company has complied with all applicable Laws relating to Tax. (b) There is no current pending or, to the Knowledge of the Company, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against a Target Company in respect of any Tax, and no Target Company has been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established). (d) There are no Liens material liens with respect to any Taxes upon any Target Companyof the Parent’s or Merger Sub’s assets, other than Permitted Liens. (ei) Each Target Company has collected Taxes, the payment of which is not yet due, or withheld all (ii) Taxes currently required to be collected or withheld charges being contested in good faith by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company proceedings. Neither Parent nor Merger Sub has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by a Target Company Parent or Merger Sub for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (gb) No Target Company Neither Parent nor Merger Sub has made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes Parent Material Adverse Effect following the Closing. (hc) No Target Company As of the date hereof, neither Parent nor Merger Sub is being audited by any taxing authority or has been notified by any Liability for the Taxes Tax authority that any such audit is contemplated or pending. (d) Since their respective dates of another Person (other than another Target Company) incorporation, neither Parent nor Merger Sub has (i) under changed any applicable Tax accounting methods, policies or procedures except as required by a change in Law, (ii) as a transferee made, revoked, or successoramended any material Tax election, (iii) filed any amended Tax Returns or claim for refund, or (iiiiv) by contract, indemnity or otherwise. No Target Company is a party to or bound by entered into any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice with respect to Taxes (including advance pricing agreement, closing agreement affecting or other agreement relating to Taxes with otherwise settled or compromised any Governmental Authority) that will be binding on the Company material Tax liability or its Subsidiaries with respect to any period following the Closing Daterefund. (i) No Target Company has requested, or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding.

Taxes and Returns. (a) Each Target The Company has or will have timely filed, or caused to be timely filed, all federal, state, local and foreign Tax Returns and reports required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established in accordance with GAAPestablished. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Return. Each Target The Company has complied with all applicable Laws relating to Tax. (b) There is no current Action currently pending or, to the Knowledge of the Company, threatened Action against a Target the Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target The Company is not being audited by any Tax authority or and has not been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against a Target the Company in respect of any Tax, and no Target the Company has not been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established). (d) There are no Liens with respect to any Taxes upon any Target of the Company’s assets, other than Permitted Liens. (e) Each Target The Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target The Company has any no outstanding waivers or extensions of any applicable statute of limitations to assess any amount of Taxes. There are no outstanding requests by a Target the Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (g) No Target The Company has not made any change in accounting method (except as required by a change in Law) or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (h) No Target The Company has not participated in, or sold, distributed or otherwise promoted, any “reportable transaction,” as defined in U.S. Treasury Regulation section 1.6011-4. (i) The Company has no Liability or potential Liability for the Taxes of another Person (other than another Target Company) that are not adequately reflected in the Company Financials (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwiseotherwise (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes). No Target The Company is not a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes) with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the Company or its Subsidiaries with respect to any period following the Closing Date. (ij) No Target The Company has not requested, or nor is it the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding. (k) The Company: (i) has not constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of securities (to any Person or entity that is not a member of the consolidated group of which the Company is the common parent corporation) qualifying for, or intended to qualify for, Tax-free treatment under Section 355 of the Code (A) within the two-year period ending on the date hereof or (B) in a distribution which could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with the transactions contemplated by this Agreement; or (ii) is not nor has ever been (A) a U.S. real property holding corporation within the meaning of Section 897(c)(2) of the Code, or (B) a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposes other than a group of which the Company is or was the common parent corporation. (l) The Company is not aware of any fact or circumstance that would reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

Taxes and Returns. (a) Each Target Company has or will have timely filed, or caused to be timely filed, all Tax Returns and reports required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file regardless of whether shown on a Tax Return. Each Target Company has complied with all applicable Laws relating to Tax. (b) There is no current Action currently pending or, to the Knowledge of the Company, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company is being audited by any Tax authority Governmental Authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority Governmental Authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against a Target Company in respect of any Tax, and no Target Company has been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established)it. (d) There are no Liens with respect to any Taxes upon any Target Company’s assets, other than Permitted Liens. (e) Each Target Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any amount of Taxes. There are no outstanding requests by a Target Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (g) No Target Company has made any change in accounting method (except as required by a change in Law) or received a ruling from, or signed an agreement with, any taxing authority Governmental Authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (h) No Target Company has participated in, or sold, distributed or otherwise promoted, any “reportable transaction,” as defined in U.S. Treasury Regulation Section 1.6011-4. (i) No Target Company has any Liability or potential Liability for the Taxes of another Person (other than another Target Company) that are not adequately reflected in BGHL Financials (i) under any applicable Tax Lawlaw, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwiseotherwise (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes). No Target Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes) with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the any Target Company or its Subsidiaries with respect to any period following the Closing Date. (ij) No Target Company has requested, or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding. (k) No Target Company has within the last two (2) years distributed stock of another person, or had its stock distributed by another person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 or Section 361 of the Code. (l) No Target Company will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion) ending after the Closing Date as a result of any (i) change in method of accounting for a taxable period or portion ending on or before the Closing Date under Section 481(c) of the Code (or any corresponding or similar provision of state, local or non-U.S. income Tax law), (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of U.S. state or local or non-U.S. income Tax law) executed on or before the Closing Date, (iii) installment sale or open transaction disposition made on or before the Closing Date, (iv) prepaid amount received or deferred revenue accrued on or before the Closing Date, (v) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or non-U.S. income Tax law) in existence on or before the Closing Date, (vi) any use of an improper method of accounting use for any tax period or portion ending or ended on or before the Closing Date, or (vii) income arising or accruing before the Closing and includable after the Closing under Subchapter K, Section 951, 951A or 956 of the Code. Each Target Company is not and shall not be required to include any amount in income or pay any installment of any “net tax liability” or other Tax pursuant to Section 965 of the Code. No Target Company has deferred the payment of any payroll Taxes under any applicable Laws the due date for the original payment of which was at or before the Closing Date to a date after the Closing Date. (m) No Target Company has taken or agreed to take any action not contemplated by this Agreement or any Ancillary Document that would reasonably be expected to prevent the Business Combination from qualifying for the Intended Tax Treatment.

Taxes and Returns. Except in each case as set forth on Schedule 4.14: (a) Each Target Company has or will have timely filed, or caused to be timely filed, all federal, state, local and foreign Tax Returns and reports required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Returnestablished. Each Target Company has complied in all material respects with all applicable Laws relating to Tax. (b) There is no current Action currently pending or, to the Knowledge of the Company, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against a Target Company in respect of any Tax, and no Target Company has been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established). (d) There are no Liens with respect to any Taxes upon any Target Company’s assets, other than Permitted Liens. (e) Each Target Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when dueAuthorities. (f) No Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any amount of TaxesTaxes (other than pursuant to the filing of Tax Returns on non-discretionary extensions). There are no outstanding requests by a Target Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (g) No Target Company has made any change in accounting method (except as required by a change in Law) or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (h) No Target Company has participated in, or sold, distributed or otherwise promoted, any “reportable transaction,” as defined in U.S. Treasury Regulation section 1.6011-4. (i) No Target Company has any Liability or potential Liability for the Taxes of another Person (other than another Target Company) that are not adequately reflected in the Company Financials (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwiseotherwise (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes). No Target Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes) with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the any Target Company or its Subsidiaries with respect to any period following the Closing Date. (ij) No Target Company has requested, or is it the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding. (k) No Target Company is aware of any fact or circumstance that would reasonably be expected to prevent the Contribution from qualifying for the Intended Tax Treatment.

Taxes and Returns. (a) Each Target Company has or will have timely filed, or caused to be timely filed, all applicable material U.S. federal, state, local and non-U.S. Tax Returns and reports required to be filed by it (taking into account all available extensions), which and all such Tax Returns are true, accurate, correct accurate and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes being contested in good faith for which adequate reserves in the Company Financials have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Return. Each Target Company has complied with all applicable Laws relating to Taxestablished. (b) There is no current Action currently pending or, to the Knowledge of the Company, threatened Action in writing against a Target Company by a Governmental Authority in a jurisdiction where the a Target Company does not file Tax Returns that it is or may be subject to material taxation by that jurisdiction. (c) No Target Company is currently being audited by any Tax authority Taxing Authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority Taxing Authority that any such audit is currently contemplated or currently pending. There are no claims, assessments, audits, examinations, investigations or other Actions currently pending against a Target Company in respect of any material Tax, and no Target Company has been notified in writing of any proposed material Tax claims or assessments against it that remains unpaid (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established). (d) There are no Liens with respect to any Taxes upon any Target Company’s assets, other than Permitted Liens. (e) Each Target Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by a Target Company for any extension of time within which to file any material Tax Return or within which to pay any material amount of Taxes shown to be due on any material Tax Return, in each case, except for any extensions not requiring the consent of a Taxing Authority. (gf) No Target Company has made any change in a material Tax accounting method or received (except as required by a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closingchange in Law). (h) No Target Company has any Liability for the Taxes of another Person (other than another Target Company) (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwise. No Target Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the Company or its Subsidiaries with respect to any period following the Closing Date. (ig) No Target Company has requested, or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any material amount of Taxes, nor is any such request outstanding. (h) Notwithstanding anything to the contrary in this Agreement, this Section ‎6.14 contains the sole representations and warranties of the Company concerning Taxes. Notwithstanding any representation or warranty in this Agreement (including the representations and warranties set forth in this Section ‎6.14), no representation or warranty is being made as to the use or availability of any Tax attribute or credit of any Target Company in any taxable period (or portion thereof) beginning on the day immediately after the Closing Date.

Taxes and Returns. (a) Each Target Company has or will have timely filed, or caused to be timely filed, all federal, state, local and foreign Tax Returns and reports required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct accurate and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all withheld Taxes required to be paid, collected or withheld, other than in each case, except where the failure to file such Tax Returns or pay, collect or withhold such Taxes for which adequate reserves in has not had and would not reasonably be expected to have a Material Adverse Effect on the Company Financials have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax ReturnCompany. Each Target Company has complied with all applicable Laws relating to Tax, except where the failure to so comply has not had and would not reasonably be expected to have a Material Adverse Effect on the Company. (b) There is no current Action currently pending or, to the Knowledge of the Company, threatened Action in writing against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Except as set forth on Schedule 4.14(c), no Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against a Target Company in respect of any Tax, and no Target Company has been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established). (d) There are no Liens with respect to any Taxes upon any Target Company’s assets, other than Permitted Liens. (e) Each Target Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due, in each case, except where the failure to collect, withhold, pay or set aside such Taxes has not had and would not reasonably be expected to have a Material Adverse Effect on the Company. (f) No Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any amount of material Taxes. There are no outstanding requests by a Target Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax ReturnReturn (other than any automatic extension for which approval of a Governmental Authority is not required). (g) No Target Company has made any change in accounting method (except as required by a change in Law) or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (h) No Target Company has participated in, or sold, distributed or otherwise promoted, any “listed transaction,” as defined in Treasury Regulation section 1.6011-4. (i) No Target Company has any Liability for the Taxes of another Person (other than another Target Company) (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contractcontract or indemnity (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which was not the sharing of Taxes), indemnity or otherwisein each case, except where such Liability for Taxes has not had and would not reasonably be expected to have a Material Adverse Effect on the Company. No Target Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which was not the sharing of Taxes) with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the any Target Company or its Subsidiaries with respect to any period following the Closing Date. (ij) No Target Company has requested, or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any income or other material Taxes, nor is any such request outstanding.

Taxes and Returns. (a) Each Target The Company has or will and each of the Company Subsidiaries have timely filed, filed or caused to be timely filed, filed all material Tax Returns and reports required to be filed by it (taking into account it, and all available extensions), which Tax Returns filed by the Company and the Company Subsidiaries are true, accurate, complete and correct and complete in all material respects, . (b) The Company and has the Company Subsidiaries have each timely paid, collected or withheld, or caused to be timely paid, collected or withheld, all material amounts of Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials Financial Statements have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Return. Each Target Company has complied with all applicable Laws relating to Tax. (b) There is no current pending or, to the Knowledge of the Company, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdictionestablished. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations claims or other Actions assessments pending against a Target the Company or any of the Company Subsidiaries for any alleged deficiency in respect of any Tax, and no Target the Company has not been notified in writing of any proposed Tax claims or assessments against it the Company or any of the Company Subsidiaries (other than, than in each case, claims or assessments for which adequate reserves in the Company Financials Financial Statements have been establishedestablished or which are being contested in good faith or are immaterial in amount). (d) There are no Liens material federal, state, local or foreign audits or administrative proceedings pending with respect regard to any Taxes upon material amounts of Tax or Tax Return of the Company or the Company Subsidiaries and none of them has received a written notice of any Target Company’s assets, other than Permitted Liensproposed material audit or proceeding. (e) Each Target Neither the Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to nor any of the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company Subsidiaries has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. . (f) There are no outstanding requests by a Target the Company or any of the Company Subsidiaries for any extension of time within which to file any material Tax Return or within which to pay any material amounts of Taxes shown to be due on any Tax Returnreturn. (g) No Target There are no liens for material amounts of Taxes on the assets of the Company has made or any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its of the Company Subsidiaries except for statutory liens for current Taxes following the Closingnot yet due and payable. (h) No Target Neither the Company has nor any Liability for the Taxes of another Person (other than another Target Company) (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwise. No Target Company Subsidiary is a party to or bound by any Tax indemnity agreement, Tax sharing agreement contract, arrangement, or Tax allocation agreement plan that has resulted or similar agreementwould result, arrangement individually or practice in the aggregate, in connection with respect to Taxes (including advance pricing agreement, closing agreement this Agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on change of control of the Company or its any of the Company Subsidiaries with respect to in the payment of any period following "excess parachute payments" within the Closing Datemeaning of Section 280G of the Code. (i) No Target Company has requestedFor purposes of this Agreement, the term "Tax" shall mean any federal, state, local, foreign or provincial income, gross receipts, property, sales, use, license, excise, franchise, employment, payroll, alternative or added minimum, ad valorem, withholding, estimated, transfer or excise tax, or is the subject any other tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or bound penalty imposed by any private letter rulingGovernmental Authority. The term "Tax Return" shall mean a report, technical advice memorandumreturn or other information (including any attached schedules or any amendments to such report, closing agreement return or similar ruling, memorandum other information) required to be supplied to or agreement filed with any Governmental Authority a governmental entity with respect to any TaxesTax, nor is any such request outstandingincluding an information return, claim for refund, amended return or declaration of estimated Tax.

Taxes and Returns. (a) Each Target Company has or will have timely filed, or caused to be timely filed, all federal, state, local and foreign Tax Returns and reports required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Returnestablished. Each Target Company has complied in all material respects with all applicable Laws relating to Tax. (b) There is no current Action currently pending or, to the Knowledge of the Company, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against a Target Company in respect of any Tax, and no Target Company has been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established). (d) There are no Liens with respect to any Taxes upon any Target Company’s assets, other than Permitted Liens. (e) Each Target Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any amount of Taxes. There are no outstanding requests by a Target Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (g) No Target Company has made any change in accounting method (except as required by a change in Law) or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (h) No Target Company has participated in, or sold, distributed or otherwise promoted, any “reportable transaction,” as defined in U.S. Treasury Regulation section 1.6011-4. (i) No Target Company has any Liability for the Taxes of another Person (other than another Target Company) that is not adequately reflected in the Company Financials (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contractContract, indemnity or otherwiseotherwise (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes). No Target Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes) with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the any Target Company or its Subsidiaries with respect to any period following the Closing Date. (ij) No Target Company has requested, or is it the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding.

Taxes and Returns. (a) Each Target Company has or will have timely filed, or caused to be timely filed, all Tax Returns and reports required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Returnestablished. Each Target Company has complied with all applicable Laws relating to Tax. (b) There is no current pending or, to the Knowledge of the Company, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against a Target Company in respect of any Tax, and no Target Company has been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established). (d) There are no Liens with respect to any Taxes upon any Target Company’s assets, other than Permitted Liens. (e) Each Target Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any amount of Taxes. There are no outstanding requests by a Target Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (g) No Target Company has made any change in accounting method (except as required by a change in Law) or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (h) No Target Company has participated in, or sold, distributed or otherwise promoted, any “reportable transaction,” as defined in U.S. Treasury Regulation section 1.6011-4. (i) No Target Company has any Liability for the Taxes of another Person (other than another Target Company) (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwiseotherwise (excluding commercial agreements entered into in the ordinary course of business, the primary purpose of which is not the sharing of Taxes). No Target Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice (excluding commercial agreements entered into in the ordinary course of business, the primary purpose of which is not the sharing of Taxes) with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the any Target Company or its Subsidiaries with respect to any period following the Closing Date. (ij) No Target Company has requested, or is it the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding.

Taxes and Returns. Except as set forth on Schedule 6.14: (a) Each Target Delta Company has or will have timely filed, or caused to be timely filed, filed all income and other material Tax Returns and reports required to be filed by it (taking into account all available extensions), which . All such Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all . All Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Delta Financials have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files established, have been timely paid, collected or is required to file a Tax Returnwithheld. Each Target Delta Company has complied in all material respects with all applicable Laws relating to Tax. (b) There is no current pending or, to the Knowledge of the CompanyDelta, threatened Action against a Target Delta Company by a Governmental Authority in a jurisdiction where the Target a Delta Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Delta Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the CompanyDelta, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against a Target Delta Company in respect of any Tax, and no Target Delta Company has been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Delta Financials have been established). (d) There are no Liens with respect to any Taxes upon any Target Delta Company’s assets, other than Permitted Liens. (e) Each Target Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Delta Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by a Target Delta Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (gf) No Target Delta Company has made any change in accounting method (except as required by a change in Law) or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (g) No Delta Company has engaged in any (i) “reportable transaction” as defined in Treasury Regulations Section 1.6011-4(b), (ii) “listed transaction,” or (iii) transaction, a “significant” purpose of which is the avoidance or evasion of U.S. federal income Tax, within the meanings of Sections 6662, 6662A, 6011, 6012, 6111 or 6707A of the Code or the Treasury Regulations promulgated thereunder. (h) Each Delta Company has complied with, and is currently in compliance with, all transfer pricing rules and regulations (including Section 482 of the Code and any comparable or similar provision of applicable Law). The Delta Companies have properly and timely documented their transfer pricing methodology in compliance with Sections 482 and 6662 of the Code and any comparable or similar provision of applicable Law. No Target Delta Company is a party to any advance pricing agreement or any similar contract or agreement. No Delta Company is subject to any gain recognition agreement under Section 367 of the Code. (i) No Delta Company has been, in the past five (5) years, a party to a transaction reported or intended to qualify as a reorganization under Section 368 of the Code. (j) No Delta Company has any Liability for the Taxes of another Person (other than another Target Delta Company) (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwiseotherwise (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which was not the sharing of Taxes). No Target Delta Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which was not the sharing of Taxes) with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the such Delta Company or its Subsidiaries with respect to any period following the Closing Date. (ik) No Target Delta Company has requested, or is it the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding. (l) No Delta Company: (i) has constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of securities (to any Person or entity that is not a member of the consolidated group of which Delta is the common parent corporation) qualifying for, or intended to qualify for, Tax-free treatment under Section 355 of the Code (A) within the two-year period ending on the date hereof or (B) in a distribution which could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with the transactions contemplated by this Agreement; or (ii) is or has ever been (A) a U.S. real property holding corporation within the meaning of Section 897(c)(2) of the Code, or (B) a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposes other than a group of which Delta is or was the common parent corporation. (m) No Delta Company is treated as a domestic corporation (as such term is defined in Section 7701 of the Code) for U.S. federal income tax purposes. No Delta Company has ever been engaged in a U.S. trade or business (within the meaning of the Code). (n) The Delta Companies will cause Pubco to be treated as satisfying the “active trade or business test” in Treasury Regulation Section 1.367(a)-3(c)(1)(iv) so that the deemed transfer of KAVL shares to Pubco by its U.S. shareholders can avoid being subject Section 367(a)(1). As a result of the Share Exchange, Pubco will satisfy the “active trade or business test” as defined in Treasury Regulation Section 1.367(a)-3(c)(3), including, without limitation, the requirements that (i) Pubco be engaged, directly or indirectly through a qualified subsidiary or qualified partnership, in an active trade or business for the entire thirty-six (36) month period immediately preceding the Transactions, (ii) Pubco has no intention at the time of the Transactions to dispose of or discontinue such trade or business, and (iii) the substantiality test (as defined in Treasury Regulation Section 1.367(a)-3(c)(3)(iii)) will be satisfied. (o) No Seller is subject to a binding commitment or has otherwise agreed to sell, exchange, transfer by gift or otherwise dispose of any of the shares of Pubco, or take any other action that would be reasonably likely to prevent, taken together, the Merger and the Share Exchange from qualifying as a transaction described in Section 351 of the Code. (p) No Delta Company, nor any of the respective Affiliates of any such Persons, have taken or have agreed to take any action, or is aware of any fact or circumstance, that would be reasonably likely to prevent, taken together, the Merger and the Share Exchange from qualifying as an exchange described in Section 351 of the Code or as a reorganization within the meaning of Section 368(a) of the Code.

Taxes and Returns. (a) Each Target The Company has or will have timely filed, or caused to be timely filed, filed all material Tax Returns and reports (as defined below) required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respectsthem, and has have paid, collected or withheld, or caused to be paid, collected or withheld, all material amounts of Taxes (as defined below) required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials Latest Balance Sheet have been established or which are being contested in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Return. Each Target Company has complied with all applicable Laws relating to Tax. (b) There is no current pending or, to the Knowledge of the Company, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pendinggood faith. There are no claims, assessments, audits, examinations, investigations material claims or other Actions assessments pending against a Target the Company for any alleged deficiency in respect of any Tax, and no Target the Company has not been notified in writing of any proposed Tax claims or assessments against it the Company (other than, in each case, than claims or assessments for which adequate reserves in the Company Financials Latest Balance Sheet have been establishedestablished or which are being contested in good faith or are immaterial in amount). (d) There are no Liens with respect to any Taxes upon any Target Company’s assets, other than Permitted Liens. (e) Each Target . The Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company has any outstanding no waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by a Target the Company for any extension of time within which to file any Tax Return or within which to pay any material amounts of Taxes shown to be due on any Tax Returnreturn. To the knowledge of the Company, there are no liens for material amounts of Taxes on the assets of the Company for statutory liens for current Taxes not yet due and payable. (gb) No Target Company has made For purposes of this Agreement, the term "TAX" (and with the corresponding meaning "TAXES" and "TAXABLE") shall mean any change in accounting method federal, state, local, foreign or received a ruling fromprovincial income, gross receipts, property, sales, use, license, excise, franchise, employment, payroll, alternative or added minimum, ad valorem, transfer or excise tax, or signed an agreement withany other tax, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (h) No Target Company has any Liability for the Taxes of another Person (other than another Target Company) (i) under any applicable Tax Lawcustom, (ii) as a transferee or successorduty, or (iii) by contract, indemnity or otherwise. No Target Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice with respect to Taxes (including advance pricing agreement, closing agreement governmental fee or other agreement relating to Taxes like assessment or charge of any kind whatsoever, together with any interest or penalty imposed by any Governmental Authority. The term "TAX RETURN" shall mean a report, return or other information (including any attached schedules or any amendments to such report, return or other information) that will required to be binding on the Company supplied to or its Subsidiaries filed with a governmental entity with respect to any period following the Closing DateTax, including an information return, claim for refund, amended return or declaration or estimated Tax. (i) No Target Company has requested, or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding.

Taxes and Returns. (a) Each Target Company MICT has or will have timely filed, or caused to be timely filed, all Tax Returns and reports required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has timely paid, collected or withheld, or caused to be timely paid, collected or withheldwithheld (whether or not shown on any Tax Return), all Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company MICT Financials have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction GAAP and has no Liability for Taxes in which each Target Company files or is required to file a Tax Return. Each Target Company has complied with all applicable Laws relating to Tax. (b) There is no current pending or, to the Knowledge excess of the Companyamounts so paid. The MICT Financials reflect all material Liabilities for unpaid Taxes of MICT for the periods (or portions of periods) covered by the MICT Financials. MICT has no material Liability for unpaid Taxes accruing after the MICT Financials date, threatened Action against a Target Company by a Governmental Authority except for Taxes arising in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge ordinary course of the Company, orally by any Tax authority that any such audit is contemplated or pendingbusiness consistent with past practice. There are no claims, assessments, audits, examinations, investigations or other Actions proceedings pending against a Target Company MICT in respect of any Tax, and no Target Company MICT has not been notified in writing of any proposed Tax claims or assessments against it MICT (other than, in each case, claims or assessments for which adequate reserves in the Company MICT Financials have been establishedestablished in accordance with GAAP or are immaterial in amount). (d) . There are no Liens with respect to any Taxes upon any Target Companyof MICT’s assets, other than Permitted Liens. (e) Each Target Company . MICT has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company has any no outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by a Target Company MICT for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. No representations and warranties in this Section 5.10(a) are being given as to the Subsidiaries or business assets to be spun-off in connection with the Spin-Off. (b) Since January 1, 2018, MICT has not (i) changed any Tax accounting methods, policies or procedures except as required by a change in Law, (ii) made, revoked, or amended any material Tax election, (iii) filed any amended Tax Returns or claim for refund or (iv) entered into any closing agreement affecting or otherwise settled or compromised any material Tax Liability or refund. No representations and warranties in this Section 5.10(b) are being given as to the Subsidiaries or business assets to be spun-off in connection with the Spin-Off. (c) To the Knowledge of MICT, and based on advice of counsel: (a) there are no jurisdictions in which MICT is legally required to file a Tax Return other than the jurisdictions in which MICT has filed Tax Returns; (b) MICT is not subject to Tax in any jurisdiction other than its country of incorporation, organization or formation by virtue of having employees, a permanent establishment or any other place of business in such jurisdiction; and (c) MICT is and has always been a tax resident solely in the U.S. (d) MICT does not participate nor has it ever participated in or engaged in any transaction involving Tax planning that requires reporting under applicable Tax Law, including with respect to U.S. federal, state or local value added Taxes or similar services or sales Taxes (“VAT”), if any. (e) There are no applicable Tax holidays or incentives. MICT is in compliance in all material respects with the requirements for any applicable Tax holidays or incentives and none of the Tax holidays or incentives will be jeopardized in any material respect by the transactions contemplated by this Agreement and any Ancillary Document. (f) MICT is in compliance in all material respects with all applicable transfer pricing laws and regulations, including, if applicable, the execution and maintenance of contemporaneous documentation substantiating the transfer pricing practices and methodology of MICT. The prices for any property or services (or for the use of any property) provided by or to MICT or any of its Subsidiaries are arm’s length prices for purposes of all applicable transfer pricing laws. (g) No Target Company has made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following Each of the Closing. (h) No Target Company has any Liability MICT Subsidiaries is duly registered for the Taxes purposes of another Person (other than another Target Company) (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwise. No Target Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice VAT and has complied in all material respects with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the Company or its Subsidiaries with respect to any period following the Closing Dateall requirements concerning VAT. (i) No Target Company has requested, or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding.

Taxes and Returns. (a) Each Target Company has or will have timely filed, or caused to be timely filed, all material Tax Returns and reports required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Return. Each Target Company has complied with all applicable Laws relating to Taxestablished. (b) There is no current Action currently pending or, to the Knowledge of the Company, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against a Target Company in respect of any Tax, and no Target Company has been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established). (d) There are no Liens with respect to any Taxes upon any Target Company’s assets, other than Permitted Liens. (e) Each Target Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any amount of Taxes. There are no outstanding requests by a Target Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (g) No Target Company has made any change in accounting method (except as required by a change in Law) or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (h) No Target Company has participated in, or sold, distributed or otherwise promoted, any “reportable transaction,” as defined in U.S. Treasury Regulation section 1.6011-4. (i) No Target Company has any material Liability or potential Liability for the Taxes of another Person (other than another Target Company) that are not adequately reflected in the Company Financials (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwiseotherwise (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes). No Target Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes) with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the any Target Company or its Subsidiaries with respect to any period following the Closing Date. (ij) No Target Company has requested, or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding. (k) No Target Company: (i) has constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of securities (to any Person or entity that is not a member of the consolidated group of which the Company is the common parent corporation) qualifying for, or intended to qualify for, Tax-free treatment under Section 355 of the Code (A) within the two-year period ending on the date hereof or (B) in a distribution which could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with the transactions contemplated by this Agreement; or (ii) is or has ever been (A) a U.S. real property holding corporation within the meaning of Section 897(c)(2) of the Code, or (B) a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposes other than a group of which the Company is or was the common parent corporation. (l) No Target Company is aware of any fact or circumstance that would reasonably be expected to prevent the Mergers, collectively, from satisfying the requirements of Section 351 of the Code.

Taxes and Returns. (a) Each Target Company has or will of the Purchaser and Merger Sub have timely filed, or caused to be timely filed, all material federal, state, local, and foreign Tax Returns and reports required to be filed by it (taking into account all available extensions)it, which such Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Purchaser Financials have been established in accordance with GAAP. Schedule 4.14(a3.10(a) sets forth each jurisdiction in which each Target Company where the Purchaser files or is required to file a Tax Return. Each Target Company There are no audits, examinations, investigations or other proceedings pending against the Purchaser in respect of any Tax, and the Purchaser has complied not been notified in writing of any proposed Tax claims or assessments against the Purchaser (other than, in each case, claims or assessments for which adequate reserves in the Purchaser Financials have been established in accordance with all GAAP or are immaterial in amount). There are no Liens with respect to any Taxes upon any of the Purchaser’s assets, other than Permitted Liens. The Purchaser has no outstanding waivers or extensions of any applicable Laws relating statute of limitations to Taxassess any material amount of Taxes. There are no outstanding requests by the Purchaser for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (b) There is no current Action currently pending or, to the Knowledge of the CompanyPurchaser, threatened Action in writing against a Target Company the Purchaser by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company Neither the Purchaser nor Merger Sub is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the CompanyPurchaser, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against a Target Company the Purchaser or Merger Sub in respect of any Tax, and no Target Company has neither the Purchaser nor Merger Sub have been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, case claims or assessments for which adequate reserves in the Company Purchaser Financials have been established). (d) There are no Liens with respect to any Taxes upon any Target Companyof Purchaser’s or Merger Sub’s assets, other than Permitted Liens. (e) Each Target Company Since the date of its formation, the Purchaser has collected not (i) changed any Tax accounting methods, policies or withheld all Taxes currently procedures except as required to be collected by a change in Law, (ii) made, revoked, or withheld by itamended any material Tax election, and all such Taxes have been paid to the appropriate Governmental Authorities (iii) filed any amended Tax Returns or set aside in appropriate accounts claim for future payment when duerefund or (iv) entered into any closing agreement affecting or otherwise settled or compromised any material Tax liability or refund. (f) No Target Company Neither the Purchaser nor Merger Sub has any outstanding waivers or extensions of any applicable statute of limitations to assess any amount of Taxes. There are no outstanding requests by a Target Company either the Purchaser or Merger Sub for any extension of time within which to file any Tax Return Returns or within which to pay any Taxes shown to be due on any Tax Return. (g) No Target Company The Purchaser is, and has always been, resident only in its jurisdiction of organization for Tax purposes (including its jurisdiction of organization immediately after the Domestication) and is not and has not been, treated as having a permanent establishment, branch or taxable presence in any jurisdiction other than in its jurisdiction of organization. (h) The Purchaser has not made any change in accounting method methods (except as required by a change in Law) or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (hi) No Target Company The Purchaser has any no Liability or potential Liability for the Taxes of another Person (other than another Target Company) that are not adequately reflected in the Purchaser Financials (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwiseotherwise (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes). No Target Company is Neither the Purchaser nor Merger Sub are a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes) with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the Company or its Subsidiaries Purchaser with respect to any period following the Closing Date. (j) Neither Purchaser nor Merger Sub: (i) No Target Company has requestedhave constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of securities (to any Person or entity that is not a member of the consolidated group of which the Purchaser is the common parent corporation) qualifying for, or intended to qualify for, Tax-free treatment under Section 355 of the Code (A) within the two-year period ending on the date hereof or (B) in a distribution which could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with the transactions contemplated by this Agreement; or (ii) is or has ever been (A) a U.S. real property holding corporation within the subject meaning of Section 897(c)(2) of the Code, or bound by (B) a member of any private letter rulingconsolidated, technical advice memorandumcombined, closing agreement unitary or similar rulingaffiliated group of corporations for any Tax purposes other than a group of which the Purchaser is or was the common parent corporation. (k) Purchaser and Merger Sub have not taken or agreed to take any action, memorandum or agreement with and do not have any Governmental Authority reason to believe that any conditions exist with respect to the Purchaser or Merger Sub that would reasonably be expected to prevent, impair or impede the transactions contemplated by this Agreement from being treated as set forth in Section 5.10. Without limiting the generality of the preceding sentence, Merger Sub was formed solely to facilitate the transactions contemplated by this Agreement and has never had any Taxesactivities, nor is any assets or liabilities other than in connection with such request outstandingtransactions. (l) As of the effective date of the Domestication, the Domestication of the Purchaser met all applicable requirements to qualify as a tax-free reorganization within the meaning of Section 368(a)(1)(F) of the Code.

Taxes and Returns. (a) Each Target Company The Purchaser or each Purchaser Subsidiary has or will have timely filed, or caused to be timely filed, all Tax Returns and reports required to be filed by it (taking into account all available extensions)it, which Tax Returns are true, accurate, correct and complete in all material respectscomplete, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Purchaser Financials have been established in accordance with GAAP. Schedule 4.14(a3.10(a) sets forth each jurisdiction in which each Target Company where the Purchaser or any Purchaser Subsidiary files or is required to file a Tax Return. Each Target Company Purchaser Entity has complied in all material respects with all applicable Laws relating to Tax. (b) . There is no current pending or, to the Knowledge of the Companya Purchaser Entity, threatened Action against a Target Company such Purchaser Entity by a Governmental Authority in a jurisdiction where the Target Company Purchaser Entity does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending proceedings pending, or to the Knowledge of the Purchaser, threatened Action, against a Target Company any Purchaser Entity in respect of any Tax, and no Target Company each Purchaser Entity has not been notified in writing of any proposed Tax claims or assessments against it the Purchaser Entity (other than, in each case, claims or assessments for which adequate reserves in the Company Purchaser Financials have been establishedestablished in accordance with GAAP or are immaterial in amount). (d) . There are no Liens with respect to any Taxes upon any Target Companyof the Purchaser Entity’s assets, other than Permitted Liens. (e) . Each Target Company Purchaser Entity has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company . Each Purchaser Entity has any no outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by a Target Company any Purchaser Entity for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (gb) No Target Company Since January 1, 2017, each Purchaser Entity has made not (i) changed any Tax accounting methods, policies or procedures except as required by a change in accounting method or received a ruling fromLaw, (ii) made, revoked, or signed an amended any material Tax election, (iii) filed any amended Tax Returns or claim for refund or (iv) entered into any closing agreement with, affecting or otherwise settled or compromised any taxing authority that would reasonably be expected to have a material impact on its Taxes following the ClosingTax Liability or refund. (hc) No Target Company Purchaser Entity has any Liability for the Taxes of another Person (other than another Target CompanyPurchaser Entity) (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwise. No Target Company Purchaser Entity is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the Company Purchaser or its Subsidiaries any Purchaser Subsidiary with respect to any period following the Closing Date. (id) No Target Company Purchaser Entity has requested, or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding.

Taxes and Returns. (a) Each Target Company The Purchaser has or will have timely filed, or caused to be timely filed, all material Tax Returns and reports required to be filed by it (taking into account all available extensions)it, which such Tax Returns are true, accurate, correct accurate and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Purchaser Financials have been established in accordance with GAAP. . (b) Schedule 4.14(a3.10(b) sets forth each jurisdiction in which each Target Company where the Purchaser files or is required to file a Tax Return. Each Target Company has complied with all applicable Laws relating to Tax. (bc) There is no current material Action currently pending or, to the Knowledge of the CompanyPurchaser, threatened Action against a Target Company Purchaser by a Governmental Authority in a jurisdiction where the Target Company Purchaser does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (cd) No Target Company The Purchaser is not being audited by any Tax authority or and has not been notified in writing writing, or, to the Knowledge of the CompanyPurchaser, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions proceedings pending against a Target Company the Purchaser in respect of any Tax, and no Target Company the Purchaser has not been notified in writing of any material proposed Tax claims or assessments against it the Purchaser (other than, in each case, claims or assessments for which adequate reserves in the Company Purchaser Financials have been establishedestablished in accordance with GAAP or are immaterial in amount). (de) There are no Liens with respect to any Taxes upon any Target Companyof the Purchaser’s assets, other than Permitted Liens. (ef) Each Target Company The Purchaser has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (fg) No Target Company The Purchaser has any no outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by a Target Company the Purchaser for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (gh) No Target Company Since the date of its formation, the Purchaser has not (i) changed any Tax accounting methods, policies or procedures except as required by a change in Law, (ii) made, revoked, or amended any material Tax election, (iii) filed any amended Tax Returns or claim for refund or (iv) entered into any closing agreement affecting or otherwise settled or compromised any material Tax Liability or refund. (i) The Purchaser has not made any change in accounting method (except as required by a change in Law or GAAP) or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (hj) No Target Company The Purchaser has not been a party to any “listed transaction,” as defined in U.S. Treasury Regulation section 1.6011-4. (k) The Purchaser has no material Liability for the Taxes of another Person (other than another Target Company) that are not adequately reflected in the Purchaser Financials (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, contract or indemnity or otherwise(excluding commercial agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes). No Target Company Purchaser is not a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes) with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the Company or its Subsidiaries Purchaser with respect to any period following the Closing Date. (il) No Target Company The Purchaser has not requested, or nor is it the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding. (m) The Purchaser: (i) has not constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of securities (to any Person or entity that is not a member of the consolidated group of which the Purchaser is the common parent corporation) qualifying for, or intended to qualify for, Tax-free treatment under Section 355 of the Code (A) within the two-year period ending on the date hereof or (B) in a distribution which could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with the transactions contemplated by this Agreement; and (ii) is not, nor has ever been, (A) a U.S. real property holding corporation within the meaning of Section 897(c)(2) of the Code, or (B) a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposes other than a group of which the Purchaser is or was the common parent corporation. (n) To the Purchaser’s Knowledge, there are no facts, agreements, plans or other circumstances, and the Purchaser has not taken or agreed to take any action that would reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

Taxes and Returns. (a) Each Target The Company has or will have timely filed, or caused to be timely filed, all material federal, state, local and foreign Tax Returns and reports required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required by Law to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established in accordance with GAAPestablished. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Return. Each Target The Company has complied with all applicable Laws relating to TaxTaxes. (b) There is no current Action currently pending or, to the Knowledge of the Company, threatened Action against a Target the Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction or that it is or may be required to file Tax Returns in such jurisdiction. (c) No Target To the Knowledge of the Company, the Company is not being audited by any Tax authority or Governmental Authority. The Company has not been notified in writing or, to the Knowledge of the Company, orally by any Tax authority Governmental Authority that any such audit is contemplated or pending. There are are, to the Knowledge of the Company, no claims, assessments, audits, examinations, investigations or other Actions pending against a Target the Company in respect of any TaxTaxes, and no Target the Company has not been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established). (d) There are no Liens with respect to any Taxes upon any Target the Company’s assets, other than Permitted Liens. (e) Each Target The Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target The Company has does not have any outstanding waivers or extensions of any applicable statute of limitations to assess any amount of Taxes. There are no outstanding requests by a Target the Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (g) No Target The Company has not made any change in accounting method (except as required by a change in Law) or received a ruling from, or signed an agreement with, any taxing authority Governmental Authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (h) No Target The Company has not participated in, or sold, distributed or otherwise promoted, any “reportable transaction,” as defined in Treasury regulation section 1.6011-4. (i) The Company does not have any Liability for the Taxes of another Person (other than another Target Company) (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwiseotherwise (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which was not the sharing of Taxes). No Target The Company is not a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which was not the sharing of Taxes) with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the Company or its Subsidiaries with respect to any period following the Closing Date. (ij) No Target The Company has not requested, or nor is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding. (k) At all times since the Company’s date of formation, the Company has been classified as either a disregarded entity or a partnership (in each case, for U.S. federal income Tax purposes or, where applicable, state and/or local income Tax purposes). The Company has not made an election to be treated as an association taxable as a corporation for U.S. federal income Tax purposes or, where applicable, state and/or local income Tax purposes. (l) The Company is not aware of any fact or circumstance that would reasonably be expected to prevent the Mergers from qualifying as a transaction described in Section 351 of the Code.

Taxes and Returns. (a) Each Target The Company has or will have timely filed, or caused to be timely filed, all material federal, state, local and foreign Tax Returns returns and reports required to be filed by it any member of the Company Group (taking into account all available extensions) (collectively, “Tax Returns”), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Jinke Financials have been established in accordance with GAAP. Schedule 4.14(aestablished. (b) Section 2.17(b) of the Company Disclosure Letter sets forth each jurisdiction in which where the Company and each Target Company Subsidiary files or is required to file a Tax Return. Each Target Company has complied with all applicable Laws relating to Tax. (b) There is no current pending or, to the Knowledge of the Company, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Neither the Company nor any of the Company Subsidiaries is being audited by any Tax taxing authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. . (d) There are no material claims, assessments, audits, examinations, investigations or other Actions proceedings pending against a Target the Company or any of the Company Subsidiaries in respect of any Tax, and no Target neither the Company nor any of the Company Subsidiaries has been notified in writing of any proposed Tax claims or assessments against it the Company or any of the Company Subsidiaries (other than, in each case, claims or assessments for which adequate reserves in the Company Jinke Financials have been established). (de) There are no Liens Encumbrances with respect to any Taxes upon any Target of the Company’s or the Company Subsidiaries’ assets, other than Permitted Liens. (ei) Each Target Company has collected Taxes, the payment of which is not yet due, or withheld all (ii) Taxes currently required to be collected or withheld charges being contested in good faith by it, appropriate proceedings and all such Taxes for which adequate reserves in the Jinke Financials have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when dueestablished. (f) No Target Neither the Company nor any of the Company Subsidiaries has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by a Target the Company or any of the Company Subsidiaries for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (g) No Target Neither the Company nor any of the Company Subsidiaries has made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (h) No Target Neither the Company nor any of the Company Subsidiaries participated in, or sold, distributed or otherwise promoted, any “reportable transaction,” as defined in Treasury Regulation section 1.6011-4. (i) Neither the Company nor any Company Subsidiary has any Liability liability or potential liability for the Taxes of another Person (other than another Target Company) (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwise. No Target . (j) Neither the Company nor any Company Subsidiary is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice with respect to material Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authoritytaxing authority) that will be binding on the Company or its Subsidiaries any Company Subsidiary with respect to any period following the Closing Date. (ik) No Target Neither the Company nor any Company Subsidiary has requested, requested or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority taxing authority with respect to any material Taxes, nor is any such request outstanding. (l) For purposes of this Agreement, the term “Tax” or “Taxes” shall mean any tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, imposed by any Governmental Authority (including any federal, state, local, foreign or provincial income, gross receipts, property, sales, use, net worth, premium, license, excise, franchise, employment, payroll, social security, workers compensation, unemployment compensation, alternative or added minimum, ad valorem, transfer or excise tax) together with any interest, addition or penalty imposed thereon.

Taxes and Returns. (a) Each Target Company has or will have timely filed, or caused to be timely filed, all federal, state, local and foreign Tax Returns and reports required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established in accordance with GAAPestablished. Schedule 4.14(aIn the last five (5) sets forth years, each jurisdiction in which each Target Company files or is required to file a Tax Return. Each Target Company has complied with all applicable Laws relating to Tax. (b) There is no current Action currently pending or, to the Knowledge of the Company, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against a Target Company in respect of any Tax, and no Target Company has been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established). (d) There are no Liens with respect to any Taxes upon any Target Company’s assets, other than Permitted Liens. (e) Each Target Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any amount of Taxes. There are no outstanding requests by a Target Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (g) No Target Company has made any change in accounting method (except as required by a change in Law) or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (h) No Target Company has engaged in any “listed transaction,” as defined in U.S. Treasury Regulation section 1.6011-4(b)(2). (i) No Target Company has any Liability for the Taxes of another Person (other than another Target Company) that are not adequately reflected in the Company Financials (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, contract or indemnity or otherwise(excluding commercial agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes). No Target Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice (excluding commercial agreements, arrangements or practices entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes) with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the any Target Company or its Subsidiaries with respect to any period following the Closing Date. (ij) No Target Company has requested, or is it the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding.

Taxes and Returns. (a) Each Target The Company has or will have timely filed, or caused to be timely filed, all Tax Returns and reports required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target the Company files or is required to file a Tax Return. Each Target The Company has complied with all applicable Laws relating to Tax. (b) There is no current pending or, to the Knowledge of the Company, threatened Action against a Target the Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target The Company is not being audited by any Tax authority or authority, nor has it been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against a Target the Company in respect of any Tax, and no Target the Company has not been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established). (d) There are no Liens with respect to any Taxes upon any Target of the Company’s assets, other than Permitted Liens. (e) Each Target The Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target The Company has any no outstanding waivers or extensions of any applicable statute of limitations to assess any amount of Taxes. There are no outstanding requests by a Target the Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (g) No Target The Company has not made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (h) No Target The Company has any no Liability for the Taxes of another Person (other than another Target Company) (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwise. No Target The Company is neither a party to or to, nor bound by by, any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the Company or its Subsidiaries with respect to any period following the Closing Date. (i) No Target The Company has not requested, or nor is it the subject of or bound by by, any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding.

Taxes and Returns. (a) Each Target Company has or will have timely filed, or caused to be timely filed, all applicable material U.S. federal, state, local and non-U.S. Tax Returns and reports required to be filed by it (taking into account all available extensions), which and all such Tax Returns are true, accurate, correct accurate and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes being contested in good faith for which adequate reserves in the Company Financials have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Return. Each Target Company has complied with all applicable Laws relating to Taxestablished. (b) There is no current Action currently pending or, to the Knowledge of the Company, threatened Action in writing against a Target Company by a Governmental Authority in a jurisdiction where the a Target Company does not file Tax Returns that it is or may be subject to material taxation by that jurisdiction. (c) No Target Company is currently being audited by any Tax authority Taxing Authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority Taxing Authority that any such audit is currently contemplated or currently pending. There are no claims, assessments, audits, examinations, investigations or other Actions currently pending against a Target Company in respect of any material Tax, and no Target Company has been notified in writing of any proposed material Tax claims or assessments against it that remains unpaid (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established). (d) There are no Liens with respect to any Taxes upon any Target Company’s assets, other than Permitted Liens. (e) Each Target Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by a Target Company for any extension of time within which to file any material Tax Return or within which to pay any material amount of Taxes shown to be due on any material Tax Return, in each case, except for any extensions not requiring the consent of a Taxing Authority. (gf) No Target Company has made any change in a material Tax accounting method or received (except as required by a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closingchange in Law). (h) No Target Company has any Liability for the Taxes of another Person (other than another Target Company) (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwise. No Target Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the Company or its Subsidiaries with respect to any period following the Closing Date. (ig) No Target Company has requested, or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any material amount of Taxes, nor is any such request outstanding. (h) Notwithstanding anything to the contrary in this Agreement, this Section 6.14 contains the sole representations and warranties of the Company concerning Taxes. Notwithstanding any representation or warranty in this Agreement (including the representations and warranties set forth in this Section 6.14), no representation or warranty is being made as to the use or availability of any Tax attribute or credit of any Target Company in any taxable period (or portion thereof) beginning on the day immediately after the Closing Date.

Taxes and Returns. (a) Each Target Company has or will have timely filed, or caused to be timely filed, all federal, state, local and foreign Tax Returns and reports required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes being contested in good faith for which adequate reserves in the Company Financials have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Returnestablished. Each Target Company has complied in all material respects with all applicable Laws relating to Tax. (b) There is no current Action currently pending or, to the Knowledge of the Company, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the such Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against a Target Company in respect of any Tax, and no Target Company has been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established). (d) There are no Liens with respect to any Taxes upon any Target Company’s assets, other than Permitted Liens. (e) Each Target Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any amount of Taxes. There are no outstanding requests by a Target Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (g) No Target Company has made any change in accounting method (except as required by a change in Law) or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (h) No Target Company has engaged in any “listed transaction,” as defined in U.S. Treasury Regulation section 1.6011-4(b)(2). (i) No Target Company has any Liability for the Taxes of another Person (other than another Target Company) that is not adequately reflected in the Company Financials (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, Contract or indemnity or otherwise(excluding commercial agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes). No Target Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice (excluding commercial agreements, arrangements or practices entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes) with respect to Taxes (including an advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the any Target Company or its Subsidiaries with respect to any period following the Closing Date. (ij) No Target Company has requested, or is it the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding.

Taxes and Returns. (a) Each Target The Company has or will have timely filed, or caused to be timely filed, all Tax Returns and reports required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Return. Each Target The Company has complied with all applicable Laws relating to Tax. (b) There is no current pending or, to the Knowledge of the Company, threatened Action against a Target the Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target The Company is not being audited by any Tax authority or and has not been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against a Target the Company in respect of any Tax, and no Target the Company has not been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established). (d) There are no Liens with respect to any Taxes upon any Target the Company’s assets, other than Permitted Liens. (e) Each Target The Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target The Company has does not have any outstanding waivers or extensions of any applicable statute of limitations to assess any amount of Taxes. There are no outstanding requests by a Target the Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (g) No Target The Company has not made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (h) No Target The Company has does not have any Liability for the Taxes of another Person (other than another Target Company) (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwise. No Target The Company is not a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the Company or its Subsidiaries with respect to any period following the Closing Date. (i) No Target The Company has not requested, or nor is it the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding.

Taxes and Returns. Except as set forth on Schedule 3.14: (a) Each Target Buyer Company has or will have timely filed, or caused to be timely filed, all material Tax Returns and reports required to be filed by it (taking into account all available extensions), which . All such Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all . All Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Buyer Financials have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files established, have been timely paid, collected or is required to file a Tax Returnwithheld. Each Target Buyer Company has complied in all material respects with all applicable Laws relating to Tax. (b) There is no current pending or, to the Knowledge of the CompanyBuyer, threatened Action against a Target Buyer Company by a Governmental Authority in a jurisdiction where the Target a Buyer Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Buyer Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the CompanyBuyer, orally by any Tax authority that any such audit is contemplated or pending. There To Buyer’s Knowledge, there are no claims, assessments, audits, examinations, investigations or other Actions pending against a Target Buyer Company in respect of any Tax, and no Target Buyer Company has been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Buyer Financials have been established). (d) There are no Liens with respect to any Taxes upon any Target Buyer Company’s assets, other than Permitted Liens. (e) Each Target Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Buyer Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by a Target Buyer Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax ReturnReturn (other than an extension resulting from having received an automatic extension of time to file the applicable Tax Return not requiring the approval of any Governmental Authority). (gf) No Target Buyer Company has made any change in accounting method (except as required by a change in Law) or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (g) No Buyer Company has engaged in any (i) “reportable transaction” as defined in Treasury Regulations Section 1.6011-4(b), (ii) “listed transaction,” or (iii) transaction, a “significant” purpose of which is the avoidance or evasion of U.S. federal income Tax, within the meanings of Sections 6662, 6662A, 6011, 6012, 6111 or 6707A of the Code or the Treasury Regulations promulgated thereunder. (h) Each Buyer Company has complied with, and is currently in compliance with, all transfer pricing rules and regulations (including, to the extent applicable, Section 482 of the Code and any comparable or similar provision of applicable Law). To the extent legally required, the Buyer Companies have properly and timely documented their transfer pricing methodology in compliance with Sections 482 and 6662 of the Code and any comparable or similar provision of applicable Law. No Target Buyer Company is a party to any advance pricing agreement or any similar Contract or agreement. No Buyer Company is subject to any gain recognition agreement under Section 367 of the Code. (i) No Buyer Company has been, in the past five (5) years, a party to a transaction reported or intended to qualify as a reorganization under Section 368 of the Code. (j) No Buyer Company has any Liability for the Taxes of another Person (other than another Target Buyer Company) (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contractContract, indemnity or otherwiseotherwise (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which was not the sharing of Taxes). No Target Buyer Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which was not the sharing of Taxes) with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the such Buyer Company or its Subsidiaries with respect to any period following the Closing Date. (ik) No Target Buyer Company has requested, or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding.

Taxes and Returns. Except as set forth on Schedule 6.14: (a) Each Target Company has or will have timely filed, or caused cause to be timely filed, all material Tax Returns and reports required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Return. Each Target Company has complied with all applicable Laws relating to Taxestablished. (b) There is Within the past two (2) years, no current pending or, to the Knowledge of the Company, threatened Action claim has been made against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against a Target Company in respect of any material Tax, and no Target Company has been notified in writing of any material proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established). (d) There are no Liens with respect to any Taxes upon any Target Company’s assets, other than Permitted Liens. (e) Each Target Company has collected or withheld all material Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by a Target Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax ReturnReturn outside of the ordinary course of business. (g) No Target Company has made any change in accounting method or received a ruling fromparticipated in, or signed an agreement withsold, distributed or otherwise promoted, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing“listed transaction,” as defined in U.S. Treasury Regulation section 1.6011-4. (h) No Target Company has any Liability for the Taxes of another Person (other than another Target Company) (i) under any applicable Tax Law, (ii) as a transferee or successor, successor or (iiiii) by contract, indemnity or otherwiseotherwise (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which was not the sharing of Taxes). No Target Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which was not the sharing of Taxes) with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the such Target Company or its Subsidiaries with respect to any period following the Closing Date. (i) No Target Company has requested, or is treated as a domestic corporation (as such term is defined in Section 7701 of the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstandingCode) for U.S. federal income tax purposes.

Taxes and Returns. Except as set forth on Section 5.15 of the Company Disclosure Schedule or as would not reasonably be expected to have a Material Adverse Effect on the Company: (a) Each Target The Company has or will have timely filed, or caused to be timely filed, all Tax Returns and reports required to be filed by it within the past three (3) years (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Return. Each Target Company has complied with all applicable Laws relating to Tax. (b) There is no current Action pending or, to or threatened in writing against the Knowledge of the Company, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target The Company is not being audited by any Tax authority or nor has the Company been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no written claims, assessments, audits, examinations, investigations or other Actions pending against a Target the Company in respect of any Tax, and no Target the Company has not been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments which are being actively contested in good faith, for which adequate reserves in the Company Financials have been established, and the amount of and a description of which is set forth on the Company Disclosure Schedule). (d) There are no Liens with respect to any Taxes upon any Target the Company’s assets, other than Permitted Liens. (e) Each Target The Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes does not have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any amount of Taxes. There are no outstanding requests by a Target the Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (gf) No Target The Company has not made any change in tax accounting method (except as required by a change in Law) or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material an impact on its Taxes following the Closing. (g) The Company has not been a party to any “listed transaction,” as defined in U.S. Treasury Regulation section 1.6011-4. (h) No Target The Company has does not have any Liability for the Taxes of another Person (other than another Target Company) (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwisecontract (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which was not the sharing of Taxes). No Target The Company is not a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which was not the sharing of Taxes) with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the Company or its Subsidiaries with respect to any period following the Closing Date. (i) No Target The Company has not requested, or and is not the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding. (j) The Company: (i) has not constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of securities (to any Person or entity that is not a member of the consolidated group of which the Company is the common parent corporation) qualifying for, or intended to qualify for, Tax-free treatment under Section 355 of the Code within the two-year period ending on the date of this Agreement; nor (ii) has the Company ever been a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposes other than a group of which the Company is or was the common parent corporation. (k) The Company is not treated as a domestic corporation (as such term is defined in Section 7701 of the Code) for U.S. federal income tax purposes.

Taxes and Returns. Except as set forth on Schedule‎ 4.16: (a) Each Target Company has or will have timely filed, or caused to be timely filed, all Tax Returns and reports required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Returnestablished. Each Target Company has complied in all material respects with all applicable Laws relating to Tax. (b) There is no current pending or, to the Knowledge of the Company, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pendingTaxes. There are no claims, assessments, audits, examinations, investigations or other Actions pending against a any Target Company in respect of any Tax, and no Target Company has been notified in writing of any proposed Tax claims or assessments against it such Target Company (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been establishedestablished in accordance with GAAP or are immaterial in amount). (d) . There are no Liens with respect to any Taxes upon any Target of Company’s assets, other than Permitted Liens. (e) Each Target Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) . No Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by a any Target Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (g) No Target Company has made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (hb) No Target Company has any Liability for the Taxes of another Person (other than another Target Company) (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contractContract, indemnity or otherwiseotherwise (excluding commercial agreements entered into in the ordinary course of business, the primary purpose of which is not the sharing of Taxes). (c) Each Target Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authority, except where the failure to collect, withhold or pay will not have a Material Adverse Effect. (d) No Target Company has been a real property corporation (Igud Mekarke’in) within the meaning of such term under Section 1 of the Israeli Land Taxation Law (Appreciation and Acquisition), 5723-1963. (e) Any Target Company required to be registered for purposes of Israeli value added tax is duly registered and has complied with all requirements concerning Israeli value added Tax (“VAT”). Each Target Company (i) has not made any exempt transactions (as defined in the Israel Value Added Tax Law of 1975) and there are no circumstances by reason of which there might not be an entitlement to full credit of all VAT chargeable or paid on inputs, supplies, and other transactions and imports made by it, (ii) if and to the extent applicable, has collected and timely remitted to the relevant taxing authority all output VAT which it is required to collect and remit, to the extent required under any applicable Law and (iii) has not received a refund for input VAT for which it is not entitled under any applicable Law. No non-Israeli Target Company is required to register in Israel for Israeli VAT purposes. Each Target Company required to register for VAT under the laws of any country other than Israel has so registered and has collected and paid over to the taxing authority all VAT required to be collected and paid over. (f) No Target Company is benefiting (or has benefited) from any grants, exemption, tax holiday, reduced tax rates or accelerated depreciation under the Israeli Capital Investment Encouragement Law – 1959, including but not limited to Preferred Technological Enterprise, Preferred Enterprise, Benefitted Enterprise and Approved Enterprise Status. (g) No Target Company has performed or was part of any action or transaction that is classified as a party to “reportable transaction” under Section 131(g) of the Israeli Income Tax Ordinance New Version, 1961, as amended, and the rules and regulations promulgated thereunder (the “Ordinance”), a “reportable opinion” under Sections 131D of the Ordinance, or bound by a “reportable position” under Section 131E of the Ordinance or any similar provision under any other local or foreign Tax indemnity agreementLaw, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice and including with respect to Taxes VAT. (including advance pricing agreement, closing agreement h) Each Foreign Plan that is intended to qualify as a capital gains route plan under Section 102 of the Ordinance has received a favorable determination or other agreement relating to Taxes with any Governmental Authorityapproval letter from the Israel Tax Authority (“ITA”) that will be binding on the Company or its Subsidiaries with respect to any period following the Closing Dateis otherwise deemed approved by passage of time without objection by the. (i) No Target Company is subject to any restrictions or limitations pursuant to Part E2 of the Ordinance or pursuant to any Tax ruling made with reference to the provisions of such Part E2 or otherwise. (j) Each Target Company is in compliance in all material respects with all applicable transfer pricing laws and regulations, and the prices for any property or services provided by or to any Target Company are arm’s length prices for purposes of the applicable laws, including Section 85A to the Ordinance and the Income Tax Regulations (Determination of Market Terms) 2006 and including to the extent required, the execution and maintenance of contemporaneous documentation substantiating the transfer pricing practices and methodology of the Target Companies. (k) Each Target Company is Tax resident only in its jurisdiction of formation. (l) No Target Company has requesteda permanent establishment (within the meaning of an applicable Tax treaty) or otherwise has an office or fixed place of business in a country other than the country in which it is organized or incorporated. (m) No Target Company organized, incorporated or formed under the laws of a jurisdiction outside of the United States (i) is a “surrogate foreign corporation” or “expatriated entity” within the meaning of Section 7874 of the Code (or any corresponding or similar provision of state, local or non-U.S. Tax Law) or is treated as a U.S. corporation for U.S. federal Tax purposes by reason of the application of Sections 269B or 7874(b) of the Code (or any corresponding or similar provision of state, local or non-U.S. Tax Law) or (ii) was created, incorporated or organized in the United States such that such entity would be taxable in the United States as a domestic entity pursuant to the dual charter provision of Treasury Regulation Section 301.7701-5(a) (or any corresponding or similar provision of state, local or non-U.S. Tax Law). (n) No Target Company will be required to include any item of income in, or is exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the subject Closing Date as a result of any (i) change in method of accounting for a taxable period ending on or bound by any private letter ruling, technical advice memorandum, closing agreement prior to the Closing Date; (ii) installment sale made prior to the Closing Date; (iii) prepaid amount received on or similar ruling, memorandum prior to the Closing Date; or agreement with any Governmental Authority with respect (iv) use of an improper method of accounting for a taxable period on or prior to any Taxes, nor is any such request outstandingthe Closing Date. No Target Company has made an election pursuant to Section 965(h) of the Code.

Taxes and Returns. (a) Each Target Company has or will have timely filed, or caused to be timely filed, all federal, state, local and foreign Tax Returns and reports required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes required to be paid, collected or withheldwithheld (whether or not reflected on such Tax Return), other than such Taxes for which adequate reserves in the Company Financials have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Returnestablished. Each Target Company has complied with all applicable Laws relating to Tax. (b) There is no current Action currently pending or, to the Knowledge of the Company, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Except as set forth on Schedule 5.14(c), each Target Company is not being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against a Target Company in respect of any Tax, and no the Target Company has not been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established). (d) There are no Liens with respect to any Taxes upon any each Target Company’s assets, other than Permitted Liens. (e) Each Target Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Each Target Company has any no outstanding waivers or extensions of any applicable statute of limitations to assess any amount of Taxes. There are no outstanding requests by a the Target Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (g) No Each Target Company has made any no change in accounting method methods (except as required by a change in Law) or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (h) No Each Target Company has any no Liability for the Taxes of another Person (other than another Target Company) that are not adequately reflected in the Target Financials (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, contract or indemnity or otherwise(excluding commercial agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes). No The Target Company is not a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice (excluding commercial agreements, arrangements or practices entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes) with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the Target Company or its Subsidiaries with respect to any period following the Closing Date. (i) No Each Target Company has requested, requested or it is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding. (j) Each Target Company: (i) has not constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of securities (to any Person or entity that is not a member of the consolidated group of which the Target Company is the common parent corporation) qualifying for, or intended to qualify for, Tax-free treatment under Section 355 of the Code (A) within the two (2) year period ending on the date hereof or (B) in a distribution which could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with the transactions contemplated by this Agreement; or (ii) is or has ever been (A) a U.S. real property holding corporation within the meaning of Section 897(c)(2) of the Code, or (B) a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposes other than a group of which the Target Company is or was the common parent corporation. (k) To the Knowledge of each Target Company, it is unaware of any fact or circumstance that would reasonably be expected to prevent each Merger from qualifying as a transfer within the meaning of Section 351 of the Code or a “reorganization” within the meaning of Section 368(a) of the Code.

Taxes and Returns. (a) Each Target Company has or will have timely filed, or caused to be timely filed, all federal, state, local and foreign Tax Returns and reports required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct accurate and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all withheld Taxes required to be paid, collected or withheld, other than in each case, except where the failure to file such Tax Returns or pay, collect or withhold such Taxes for which adequate reserves in has not had and would not reasonably be expected to have a Material Adverse Effect on the Company Financials have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax ReturnCompany. Each Target Company has complied with all applicable Laws relating to Tax, except where the failure to so comply has not had and would not reasonably be expected to have a Material Adverse Effect on the Company. (b) There is no current Action currently pending or, to the Knowledge of the Company, threatened Action in writing against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Except as set forth on Schedule 4.14(c), no Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against a Target Company in respect of any Tax, and no Target Company has been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established). (d) There are no Liens with respect to any Taxes upon any Target Company’s assets, other than Permitted Liens. (e) Each Target Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due, in each case, except where the failure to collect, withhold, pay or set aside such Taxes has not had and would not reasonably be expected to have a Material Adverse Effect on the Company. (f) No Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any amount of material Taxes. There are no outstanding requests by a Target Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax ReturnReturn (other than any extension for which approval of a Governmental Authority is not required). (g) No Target Company has made any change in accounting method for tax purposes (except as required by a change in Law) or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (h) No Target Company has participated in, or sold, distributed or otherwise promoted, any “listed transaction,” as defined in Treasury Regulation section 1.6011-4. (i) No Target Company has any Liability for the Taxes of another Person (other than another Target Company) (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contractcontract or indemnity (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which was not the sharing of Taxes), indemnity or otherwisein each case, except where such Liability for Taxes has not had and would not reasonably be expected to have a Material Adverse Effect on the Company. No Target Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which was not the sharing of Taxes) with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the any Target Company or its Subsidiaries with respect to any period following the Closing Date. (ij) No Target Company has requested, or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any income or other material Taxes, nor is any such request outstanding.

Taxes and Returns. (a) Each Target Company has or will have timely filed, or caused to be timely filed, all Tax Returns and reports required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Returnestablished. Each Target Company has complied with all applicable Laws relating to Tax. (b) There is no current pending or, to the Knowledge of the Company, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against a Target Company in respect of any Tax, and no Target Company has been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established). (d) There are no Liens with respect to any Taxes upon any Target Company’s assets, other than Permitted Liens. (e) Each Target Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any amount of Taxes. There are no outstanding requests by a Target Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (g) No Target Company has made any change in accounting method (except as required by a change in Law) or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (h) No Target Company has any Liability for the Taxes of another Person (other than another Target Company) (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwiseotherwise (excluding commercial agreements entered into in the ordinary course of business, the primary purpose of which is not the sharing of Taxes). No Target Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice (excluding commercial agreements entered into in the ordinary course of business, the primary purpose of which is not the sharing of Taxes) with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the any Target Company or its Subsidiaries with respect to any period following the Closing Date. (i) No Target Company has requested, or is it the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding.

Taxes and Returns. (a) Each Target The Company has or will have timely filed, or caused to be timely filed, all material federal, state, local and foreign Tax Returns returns and reports required to be filed by it or the Company Subsidiaries (taking into account all available extensionscollectively, "Tax Returns"), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Return. Each Target Company has complied with all applicable Laws relating to Tax. (b) There is no current pending or, to the Knowledge of the Company, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions proceedings pending against a Target the Company or any of the Company Subsidiaries in respect of any Tax, and no Target neither the Company nor any of the Company Subsidiaries has been notified in writing of any proposed Tax claims or assessments against it the Company or any of the Company Subsidiaries (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been establishedestablished in accordance with GAAP or are immaterial in amount). (d) There are no Liens with respect to . Neither the Company nor any Taxes upon any Target Company’s assets, other than Permitted Liens. (e) Each Target of the Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company Subsidiaries has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by a Target the Company or any of the Company Subsidiaries for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. There are no Encumbrances for material amounts of Taxes on the assets of the Company or any of the Company Subsidiaries, except for statutory liens for current Taxes not yet due and payable or that are being contested in good faith and for which adequate reserves in the Company Financials have been established in accordance with GAAP. (gb) No Target Neither the Company nor any of the Company Subsidiaries has constituted either a "distributing corporation" or a "controlled corporation" (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock (to any Person or entity that is not a member of the consolidated group of which the Company is the common parent corporation) qualifying for, or intended to qualify for, tax-free treatment under Section 355 of the Code (i) within the two-year period ending on the date hereof or (ii) in a distribution which could otherwise constitute part of a "plan" or "series of related transactions" (within the meaning of Section 355(e) of the Code) in conjunction with the Merger. (c) Neither the Company nor any of the Company Subsidiaries is or (i) has been at any time within the five-year period ending on the date hereof a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code and (ii) has ever been a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposes other than a group of which the Company is or was the common parent corporation. (d) Neither the Company nor any of the Company Subsidiaries has made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes Company Material Adverse Effect following the Closing. (he) No Target As of the date hereof, neither the Company nor any of the Company Subsidiaries is being audited by any taxing authority or has been notified by any Liability for tax authority that any such audit is contemplated or pending. (f) Neither the Taxes Company nor any of another Person the Company Subsidiaries participated in, or sold, distributed or otherwise promoted, any "reportable transaction," as defined in Treasury Regulation section 1.6011-4. (other than another Target Companyg) Neither the Company nor any of the Company Subsidiaries has taken any action that would reasonably be expected to give rise to (i) under a "deferred intercompany transaction" within the meaning of Treasury Regulation section 1.1502-13 or an "excess loss account" within the meaning of Treasury Regulation section 1.1502-19, or (ii) the recognition of a deferred intercompany transaction. (h) Except as set forth in Section 2.17(h) of the Company Disclosure Schedule, since December 31, 2006, neither the Company nor any applicable of the Company Subsidiaries have (i) changed any Tax accounting methods, policies or procedures except as required by a change in Law, (ii) as a transferee made, revoked, or successoramended any material Tax election, (iii) filed any amended Tax Returns or claim for refund, or (iiiiv) by contract, indemnity or otherwise. No Target Company is a party to or bound by entered into any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice with respect to Taxes (including advance pricing agreement, closing agreement affecting or other agreement relating to Taxes with otherwise settled or compromised any Governmental Authority) that will be binding on the Company material Tax liability or its Subsidiaries with respect to any period following the Closing Daterefund. (i) No Target Company has requestedFor purposes of this Agreement, the term "Tax" or is the subject "Taxes" shall mean any tax, custom, duty, governmental fee or other like assessment or charge of or bound any kind whatsoever, imposed by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority (including any federal, state, local, foreign or provincial income, gross receipts, property, sales, use, net worth, premium, license, excise, franchise, employment, payroll, alternative or added minimum, ad valorem, transfer or excise tax) together with respect to any Taxesinterest, nor is any such request outstandingaddition or penalty imposed thereon.

Taxes and Returns. (a) Each Target Company has or will have timely filed, or caused to be timely filed, all federal and other material Tax Returns and reports required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Return. Each Target Company has complied with all applicable Laws relating to Taxestablished. (b) There is no current Action currently pending or, to the Knowledge of the Company, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There To the Knowledge of the Company, there are no claims, assessments, audits, examinations, investigations or other Actions pending against a Target Company in respect of any Tax, and no Target Company has been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established). (d) There are no Liens with respect to any Taxes upon any Target Company’s assets, other than Permitted Liens. (e) Each Target Company has collected or withheld all material Taxes currently required to be collected or withheld by it, and all such material Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any amount of Taxes. There are no outstanding requests by a Target Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (g) No Target Company has made will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any of the following that occurred or exists on or prior to the Closing Date: (A) a “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or non-U.S. income Tax Law) or (B) a change in the accounting method of a Target Company pursuant to Section 481 of the Code or received a ruling fromany similar provision of the Code or the corresponding Tax Laws of any nation, state or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closinglocality. (h) No Target Company has participated in, or sold, distributed or otherwise promoted, any Liability for the Taxes of another Person (other than another Target Company) “reportable transaction,” as defined in U.S. Treasury Regulation section 1.6011-4. (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwise. No Target Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes) with respect to Taxes (including advance pricing agreement, agreement or closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the any Target Company or its Subsidiaries with respect to any period following ending after the Closing Date. (ij) No Target Company has requested, or is it the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with ruling from any Governmental Authority with respect to any Taxes, nor is any such request outstanding.

Taxes and Returns. (a) Each Target Company Abtech has or will have timely filed, or caused to be timely filed, filed all material Tax Returns and reports required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respectsit, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material amounts of Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials Abtech Financial Statements have been established or which are being contested in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Return. Each Target Company has complied with all applicable Laws relating to Tax. (b) There is no current pending or, to the Knowledge of the Company, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pendinggood faith. There are no claims, assessments, audits, examinations, investigations claims or other Actions assessments pending against a Target Company Abtech for any alleged deficiency in respect of any Tax, and no Target Company Abtech has not been notified in writing of any proposed Tax claims or assessments against it Abtech (other than, than in each case, claims or assessments for which adequate reserves in the Company Financials Abtech Financial Statements have been establishedestablished or which are being contested in good faith or are immaterial in amount). (d) There are no Liens with respect to . Abtech has not executed any Taxes upon any Target Company’s assets, other than Permitted Liens. (e) Each Target Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by a Target Company Abtech for any extension of time within which to file any material Tax Return or within which to pay any material amounts of Taxes shown to be due on any Tax Returnreturn. (gb) No Target Company has made any change in accounting method or received a ruling fromTo the best knowledge of Abtech, or signed an agreement with, any taxing authority that would reasonably be expected to have a there are no liens for material impact amounts of Taxes on its the assets of Abtech except for statutory liens for current Taxes following the Closingnot yet due and payable. (hc) No Target Company has For purposes of this Agreement, the term "TAX" shall mean any Liability for the Taxes of another Person (other than another Target Company) (i) under any applicable Tax Lawfederal, (ii) as a transferee state, local, foreign or successorprovincial income, gross receipts, property, sales, use, license, excise, franchise, employment, payroll, alternative or added minimum, ad valorem, transfer or excise tax, or (iii) by contractany other tax, indemnity or otherwise. No Target Company is a party to or bound by any Tax indemnity agreementcustom, Tax sharing agreement or Tax allocation agreement or similar agreementduty, arrangement or practice with respect to Taxes (including advance pricing agreement, closing agreement governmental fee or other agreement relating to Taxes like assessment or charge of any kind whatsoever, together with any interest or penalty imposed by any Governmental Authority. The term "TAX RETURN" shall mean a report, return or other information (including any attached schedules or any amendments to such report, return or other information) that will required to be binding on the Company supplied to or its Subsidiaries filed with a governmental entity with respect to any period following the Closing DateTax, including an information return, claim for refund, amended return or declaration or estimated Tax. (i) No Target Company has requested, or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding.

Taxes and Returns. (a) Each Target All federal, state, country and local, and all foreign and other, income, franchise, excise, tariff, gross receipts, sales and use, Social Security, employees' withholding, payroll, ad valorem, real and personal property and other taxes and governmental charges, assessments and contributions for which the Company has is or will have timely filedmay be liable, or caused including but not limited to be timely filed, all Tax Returns interest and reports required to be filed by it penalties (taking into account all available extensions"Taxes"), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes required to be paid, collected or withheldwithheld with respect to all open years have been paid or collected or withheld and remitted to the appropriate governmental agency, other than such except for any Taxes for which adequate reserves the Company is contesting in good faith which have been noted in the Company Financials Financial Statements, and except for Taxes not yet payable which have been established adequately provided for in accordance the Financial Statements. Except as set forth in Schedule 3.15, true, complete and correct returns (including, without limitation, information returns and other material information) have been timely filed with GAAPthe appropriate governmental agency with respect to all Taxes and the copies thereof which have been provided to Buyer are true, accurate and complete. Schedule 4.14(a) sets forth each jurisdiction in To the knowledge of the Company, neither the Company nor any group of which each Target the Company files is now or ever was a member has filed or entered into any election, consent or extension agreement that extends any applicable statute of limitations or the time within which a return must be filed. Neither the Company nor any group of which the Company ever was a member is a party to or is required to file aware of any action or proceeding pending or threatened by any governmental authority for assessment or collection of Taxes, no unresolved claim for assessment or collection of Taxes has been asserted, no audit or investigation by any governmental authority is pending or threatened and no such matters are under discussion with any governmental authority. Neither the Company nor any group of which the Company ever was a Tax Returnmember will have any liability for any Taxes arising from an audit. Each Target No deficiencies for Taxes have been claimed, proposed or assessed by any taxing or other governmental authority. The Company is not, and never has complied with all applicable Laws relating to Taxbeen, an "S" corporation under the Internal Revenue Code of 1986, as amended (the "Code"). (b) There is no current pending or, All elections with respect to Taxes affecting the Knowledge Company and the subsidiaries are set forth in Schedule 3.15 attached hereto. The Company: (i) has not consented at any time under Section 341(f)(1) of the Code to have the provisions of Section 341(f)(2) of the Code apply to any disposition of the Company's assets; (ii) has not agreed, threatened Action against nor is it required, to make any adjustment under Section 481(a) of the Code by reason of a Target change in accounting method or otherwise; (iii) has not made an election, nor is it required, to treat any asset of the Company as owned by a Governmental Authority in a jurisdiction where another person for federal income tax purposes or as tax-exempt bond financed property or tax-exempt use property within the Target Company does not file Tax Returns that it meaning of Section 168 of the Code; or (iv) has made any of the foregoing elections or is required to apply any of the foregoing rules under any comparable state or may be subject to taxation by that jurisdictionlocal income tax provisions. (c) No Target Except as set forth in Schedule 3.15 attached hereto, the Company is being audited by any Tax authority or not and has never been notified an includable corporation in writing oran affiliated group of corporations, to within the Knowledge meaning of Section 1504 of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against a Target Company in respect of any Tax, and no Target Company has been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established)Code. (d) There are no Liens with respect to The Company has not made an election under Section 338 of the Code nor has it taken any Taxes upon action that would result in any Target Company’s assets, other than Permitted Lienstax liability of the Company as a result of a deemed election within the meaning of Section 338 of the Code. (e) Each Target The Company has collected not made or withheld all Taxes currently required become obligated to be collected or withheld by itmake, and all such Taxes have been paid will not as a result of the transactions contemplated by this Agreement, make or become obligated to make, any "excess parachute payment" as defined in Section 280G of the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when dueCode (without regard to subsection (b)(4) thereof). (f) No Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any The amount of Taxestax credit of the Company subject to recapture is set forth in Schedule 3.15 attached hereto. There are no outstanding requests The aggregate amount of ordinary losses on Section 1231(b) property that has been deducted by a Target the Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Returnis set forth in Schedule 3.15 attached hereto. (g) No Target The Company is not nor has made any change it been a United States real property holding company (as defined in accounting method or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following Section 897(c)(2) of the ClosingCode) during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (h) No Target Company has any Liability for the Taxes of another Person (other than another Target Company) (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwise. No Target The Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on United States person within the Company or its Subsidiaries with respect to any period following meaning of the Closing DateCode. (i) No Target None of the assets of the Company is property which the Company is required to treat as being owned by any other person pursuant to the so-called "safe harbor lease" provisions of former Section 168(f)(8) of the Code. (j) The transactions contemplated herein are not subject to the tax withholding provisions of Code Section 3406, or of Subchapter A of Chapter 3 of the Code or of any other provision of law. (k) The Company has requestednot violated any of the COBRA continuation coverage requirements set forth in Section 4980B of the Code. The Company has disclosed on its federal income tax returns all positions taken therein that could give rise to a substantial understatement of federal income tax liability within the meaning of Section 6662(d) of the Code. (l) Except as set forth in Schedule 3.15 attached hereto: (i) none of the assets of the Company have been financed with or directly or indirectly secure any industrial development bond or debt the interest on which is tax exempt under Section 103(a) of the Code; (ii) the Company is not a borrower or guarantor of any outstanding industrial revenue bond; and (iii) the Company is not a tenant, principal user or related person to any principal user (within the meaning of Section 144(a) of the Code) of any property which has been financed or improved with the proceeds of any industrial revenue bond. (m) The Company currently files Tax returns in the states, political subdivisions thereof, and foreign countries set forth in Schedule 3.15 attached hereto. (n) Except as set forth in Schedule 3.15 attached hereto, since January 1, 1995, the Company has not acquired (i) any trade or business (whether through a taxable or nontaxable asset or stock acquisition), or is the subject (ii) any asset by way of merger or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstandingliquidation.

Taxes and Returns. (a) Each Target Company The Purchaser has or will have timely filed, or caused to be timely filed, all material Tax Returns and reports required to be filed by it (taking into account all available extensions)it, which such Tax Returns are true, accurate, correct accurate and complete in all material respects, and has paid, collected collected, or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Purchaser Financials have been established in accordance with GAAP. To the Knowledge of the Purchaser, the Purchaser has complied with all applicable material Laws relating to Taxes. Schedule 4.14(a) 4.10 sets forth each jurisdiction in which each Target Company where the Purchaser files or is required to file a Tax Return. Each Target Company has complied with all applicable Laws relating to Tax. (b) There is no current pending or, to To the Knowledge of the CompanyPurchaser, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There there are no claims, assessments, audits, examinations, investigations or other Actions proceedings pending against a Target Company the Purchaser in respect of any Tax, and no Target Company the Purchaser has not been notified in writing of any proposed Tax claims or assessments against it the Purchaser (other than, in each case, claims or assessments for which adequate reserves in the Company Purchaser Financials have been establishedestablished in accordance with GAAP or are immaterial in amount). (d) . There are no Liens with respect to any Taxes upon any Target Companyof the Purchaser’s assets, other than Permitted Liens. (e) Each Target Company . The Purchaser has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company has any no outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by a Target Company the Purchaser for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (gb) No Target Company Since the date of its formation, the Purchaser has made not (i) changed any Tax accounting methods, policies or procedures except as required by a change in accounting method or received a ruling fromLaw, (ii) made, revoked, or signed an amended any material Tax election, (iii) filed any amended Tax Returns or claim for refund or (iv) entered into any closing agreement withaffecting or otherwise settled or compromised any material Tax liability or refund. (c) To the Knowledge of the Purchaser, any taxing authority there are no facts or circumstances that would reasonably be expected to have a material impact on its Taxes following the Closing. (h) No Target Company has any Liability for the Taxes of another Person (other than another Target Company) (i) under any applicable Tax Law, (ii) prevent each Merger from qualifying as a transferee transfer within the meaning of Section 351 of the Code or successor, or (iiia “reorganization” within the meaning of Section 368(a) by contract, indemnity or otherwise. No Target Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on of the Company or its Subsidiaries with respect to any period following the Closing DateCode. (i) No Target Company has requested, or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding.

Taxes and Returns. Except as set forth on Schedule 6.14: (a) Each Target The Company has or will have timely filed, or caused to be timely filed, all material Tax Returns and reports required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established in accordance with GAAPestablished. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Return. Each Target The Company has complied in all material respects with all applicable Laws relating to Tax. (b) There is no current pending or, to the Knowledge of the Company, threatened Action against a Target the Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns alleging that it is or may be subject to taxation by that jurisdiction. (c) No Target The Company is not being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against a Target the Company in respect of any Tax, and no Target the Company has not been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established). (d) There are no Liens with respect to any Taxes upon any Target the Company’s assets, other than Permitted Liens. (e) Each Target The Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target The Company has does not have any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by a Target the Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (g) No Target The Company has not made any change in accounting method (except as required by a change in Law) or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (h) No Target The Company has not participated in, or sold, distributed, or otherwise promoted, any “reportable transaction,” as defined in U.S. Treasury Regulation section 1.6011-4. (i) The Company does not have any Liability for the Taxes of another Person (other than another Target Company) (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwiseotherwise (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which was not the sharing of Taxes). No Target the Company is not a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which was not the sharing of Taxes) with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the Company or its Subsidiaries with respect to any period following the Closing Date. (ij) No Target The Company has requested, not requested or is it the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum memorandum, or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding.

Taxes and Returns. All federal, state, county and local, and all foreign and other, income, franchise, excise, tariff, gross receipts, sales and use, payroll, real and personal property and other taxes and governmental charges, assessments and contributions for which the Company and the Acquisition Subsidiary is or may be liable including, but not limited to, interest and penalties (a) Each Target Company has or will have timely filed, or caused to be timely filed, all Tax Returns and reports required to be filed by it (taking into account all available extensions"TAXES"), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Return. Each Target Company has complied with all applicable Laws relating to Tax. (b) There is no current pending or, to the Knowledge of the Company, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against a Target Company in respect of any Tax, and no Target Company has been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established). (d) There are no Liens withheld with respect to any Taxes upon any Target Company’s assets, other than Permitted Liens. (e) Each Target Company has all open years have been paid or collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid remitted to the appropriate Governmental Authorities governmental agency except for (i) any Taxes which the Company is contesting in good faith which have been noted in the Financial Statements, (ii) Taxes not yet payable which have been adequately provided for in the Financial Statements, (iii) any Taxes which may be imposed as a sole and direct result of the transactions contemplated by this Agreement, and (iv) Taxes set forth in EXHIBIT 3.15 attached hereto. True, complete and correct returns (including, without limitation, information returns and other material information) have been timely filed by the Company with the appropriate governmental agency with respect to all Taxes and the copies thereof which have been provided to Patra are true, accurate and complexx. Such tax returns of the Company have not been audited by the Internal Revenue Service. Neither the Company nor any group of which the Company is now or set aside in appropriate accounts for future payment when due. (f) No Target Company ever was a member has filed or entered into any outstanding waivers election, consent or extensions of extension agreement that extends any applicable statute of limitations to assess any amount of Taxes. There are no outstanding requests by a Target Company for any extension of or the time within which to file a return must be filed. Neither the Company nor any Tax Return group of which the Company is now or within which to pay any Taxes shown to be due on any Tax Return. (g) No Target Company has made any change in accounting method or received ever was a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (h) No Target Company has any Liability for the Taxes of another Person (other than another Target Company) (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwise. No Target Company member is a party to any action or bound proceeding pending or threatened by any Tax indemnity agreementgovernmental authority for assessment or collection of Taxes, Tax sharing agreement no unresolved claim for assessment or Tax allocation agreement collection of Taxes has been asserted, no audit or similar agreementinvestigation by any governmental authority is pending or threatened and no such matters are under discussion with any governmental authority. No deficiencies for Taxes have been claimed, arrangement proposed or practice with respect to Taxes (including advance pricing agreement, closing agreement assessed by any taxing or other agreement relating to Taxes with any Governmental Authority) that will be binding on the Company or its Subsidiaries with respect to any period following the Closing Date. (i) No Target governmental authority. The Company has requested, or is never been an "S" corporation under the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstandingCode.

Taxes and Returns. (a) Each BI China Target Company has or will have timely filed, or caused to be timely filed, all Tax Returns and reports required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has timely paid, collected or withheld, or caused to be timely paid, collected or withheldwithheld (whether or not shown on any Tax Return), all Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company BNN Financials have been established and has no Liability for Taxes in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Returnexcess of the amounts so paid. Each BI China Target Company has complied in all material respects with all applicable Laws relating to Tax. The BNN Financials reflect all material Liabilities for unpaid Taxes of the BI China Target Companies for the periods (or portions of periods) covered by the BNN Financials. No BI China Target Company has any material Liability for unpaid Taxes accruing after the BNN Interim Balance Sheet Date except for Taxes arising in the ordinary course of business consistent with past practice. (b) There is no current pending or, to the Knowledge of the CompanyBNN, threatened Action against a BI China Target Company by a Governmental Authority in a jurisdiction where the BI China Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No BI China Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the CompanyBNN, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against a BI China Target Company in respect of any Tax, and no BI China Target Company has been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company BNN Financials have been established). (d) There are no Liens with respect to any Taxes upon any BI China Target Company’s assets, other than Permitted Liens. (e) Each To the Knowledge of BI China, and based on advice of counsel: (a) there are no jurisdictions in which any BI China Target Company is legally required to file a Tax Return other than the jurisdictions in which such BI China Target Company has collected filed Tax Returns; (b) no BI China Target Company is subject to Tax in any jurisdiction other than its country of incorporation, organization or withheld all Taxes currently required to be collected formation by virtue of having employees, a permanent establishment or withheld by it, any other place of business in such jurisdiction; and all such Taxes have (c) each BI China Target Company is and has always been paid to the appropriate Governmental Authorities a tax resident solely in its country of incorporation or set aside in appropriate accounts for future payment when dueformation. (f) No BI China Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by a BI China Target Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (g) No BI China Target Company has made any change in accounting method (except as required by a change in Law) or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (h) No BI China Target Company has participated in, or sold, distributed or otherwise promoted, any “reportable transaction,” as defined in Treasury Regulation section 1.6011-4. (i) No BI China Target Company has any Liability for the Taxes of another Person (other than another BI China Target Company) (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, contract or indemnity or otherwise(excluding commercial agreements entered into in the ordinary course of business the primary purpose of which was not the sharing of Taxes). No BI China Target Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which was not the sharing of Taxes) with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the such BI China Target Company or its Subsidiaries with respect to any period following the Closing Date. (ij) No BI China Target Company has requested, or is it the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding.

Taxes and Returns. (a) Each Target Company Purchaser has or will have timely filed, or caused to be timely filed, all material Tax Returns and reports required to be filed by it (taking into account all available extensions)it, which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes that are shown as due on such filed Tax Returns and all other material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Purchaser Financials have been established in accordance with GAAP. Schedule 4.14(aSection 4.10(a) of the Purchaser Disclosure Schedules sets forth each jurisdiction in which each Target Company where Purchaser files or is required to file a Tax Return. Each Target Company has complied with all applicable Laws relating to Tax. (b) There is no current pending or, to To the Knowledge of the CompanyPurchaser, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There there are no claims, assessments, . audits, examinations, investigations or other Actions pending against a Target Company Purchaser in respect of any material Tax, and no Target Company Purchaser has not been notified in writing of any material proposed Tax claims or assessments against it (Purchaser other than, in each case, claims or assessments for which adequate reserves in the Company Purchaser Financials have been established). (d) There established in accordance with GAAP. To the Knowledge of Purchaser, there are no Liens with respect to any Taxes upon any Target Companyof Purchaser’s assets, other than Permitted Liens. (e) Each Target Company . Purchaser has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company has any no outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by a Target Company Purchaser for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. Purchaser (i) does not have any material deficiency, assessment, claim, audit, examination, investigation, litigation or other proceeding in respect of Taxes or Tax matters pending or asserted, proposed or threatened in writing, for a Tax period which the statute of limitations for assessments remains open, and (ii) has provided adequate reserves in accordance with GAAP in the most recent consolidated financial statements of Purchaser, for any material Taxes of Purchaser as of the date of such financial statements that have not been paid. (gb) No Target Company Since the date of its incorporation, Purchaser has made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (h) No Target Company has any Liability for the Taxes of another Person (other than another Target Company) not (i) under changed any applicable Tax accounting methods, policies or procedures except as required by a change in Law, (ii) as a transferee or successormade, revoked, or amended any material Tax election, (iii) by contract, indemnity filed any amended Tax Returns or otherwise. No Target Company is a party to claim for refund or bound by (iv) entered into any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice with respect to Taxes (including advance pricing agreement, closing agreement affecting or other agreement relating to Taxes with otherwise settled or compromised any Governmental Authority) that will be binding on the Company material Tax Liability or its Subsidiaries with respect to any period following the Closing Daterefund. (ic) No Target Company Neither the IRS nor any other U.S. or non-U.S. taxing authority or agency has requestedasserted in writing against Purchaser any deficiency or claim for any material Taxes or interest thereon or penalties in connection therewith. (d) There are no Tax liens upon any assets of Purchaser except for Permitted Liens. (e) Purchaser has not received written notice of any claim from a Tax authority in a jurisdiction in which Purchaser does not file Tax Returns stating that Purchaser is or may be subject to Tax in such jurisdiction. (f) For U.S. federal income tax purposes, or is the subject of or bound by any private letter rulingPurchaser is, technical advice memorandumand has been since its incorporation, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstandingclassified as a corporation.

Taxes and Returns. (a) Each Target The Company has or will have timely filed, or caused to be timely filed, all federal, state, local and foreign Tax Returns and reports required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes being contested in good faith for which adequate reserves in the Company Financials have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Return. Each Target The Company has complied in all material respects with all applicable Laws relating to Tax. (b) There is no current Action currently pending or, to the Knowledge of the Company, threatened Action against a Target the Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target The Company is not being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against a Target the Company in respect of any Tax, and no Target the Company has not been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been establishedestablished in accordance with GAAP). (d) There are no Liens with respect to any Taxes upon any Target the Company’s assets, other than Permitted Liens. (e) Each Target The Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target The Company has any no outstanding waivers or extensions of any applicable statute of limitations to assess any amount of Taxes. There are no outstanding requests by a Target the Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (g) No Target The Company has made any no change in accounting method methods (except as required by a change in Law) or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (h) No Target Except as set forth on Schedule 4.14(h), the Company has any no Liability for the Taxes of another Person (other than another Target Company) (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, contract or indemnity or otherwise(excluding commercial agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes). No Target The Company is not a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice (excluding commercial agreements, arrangements or practices entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes) with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the Company or its Subsidiaries with respect to any period following the Closing Date. (i) No Target The Company has requested, or not requested nor is it the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding.

Taxes and Returns. Except as set forth on Schedule 6.14: (a) Each Target Company has or will have timely filed, or caused to be timely filed, all material Tax Returns and reports required to be filed by it within the past three (3) years (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Returnestablished. Each Target Company has complied in all material respects with all applicable Laws relating to Tax. (b) There is no current pending or, to the Knowledge of the Company, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no written claims, assessments, audits, examinations, investigations or other Actions pending against a Target Company in respect of any Tax, and no Target Company has been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established). (d) There are no Liens with respect to any Taxes upon any Target Company’s assets, other than Permitted Liens. (e) Each Target Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by a Target Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (g) No Target Company has made any change in tax accounting method (except as required by a change in Law) or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (h) No Target Company has participated in, or sold, distributed or otherwise promoted, any “reportable transaction,” as defined in U.S. Treasury Regulation section 1.6011-4. (i) No Target Company has any Liability for the Taxes of another Person (other than another Target Company) (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwiseotherwise (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which was not the sharing of Taxes). No Target Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which was not the sharing of Taxes) with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the such Target Company or its Subsidiaries with respect to any period following the Closing Date. (ij) No Target Company has requested, or is it the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding.

Taxes and Returns. (a) Each Target Company has or will MAS and each of the MAS Subsidiaries have timely filed, filed or caused to be timely filed, filed all material Tax Returns and reports required to be filed by it (taking into account it, and all available extensions), which material Tax Returns filed by MAS and the MAS Subsidiaries are true, accurate, complete and correct and complete in all material respects, . (b) MAS and has the MAS Subsidiaries have each timely paid, collected or withheld, or caused to be timely paid, collected or withheld, all material amounts of Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials MAS Financial Statements have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Return. Each Target Company has complied with all applicable Laws relating to Tax. (b) There is no current pending or, to the Knowledge of the Company, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdictionestablished. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations claims or other Actions assessments pending against a Target Company MAS or any of the MAS Subsidiaries for any alleged deficiency in respect of any Tax, and no Target Company neither MAS nor any of the MAS Subsidiaries has been notified in writing of any proposed Tax claims or assessments against it MAS or any of the MAS Subsidiaries (other than, than in each case, claims or assessments for which adequate reserves in the Company Financials MAS Financial Statements have been established). (d) There are no Liens material federal, state, local or foreign audits or administrative proceedings pending with respect regard to any Taxes upon material amounts of Tax or Tax Return of MAS or the MAS Subsidiaries and none of them has received a written notice of any Target Company’s assets, other than Permitted Liensproposed material audit or proceeding. (e) Each Target Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to Neither MAS nor any of the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company MAS Subsidiaries has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. . (f) There are no outstanding requests by a Target Company MAS or any of the MAS Subsidiaries for any extension of time within which to file any material Tax Return or within which to pay any material amounts of Taxes shown to be due on any Tax Returnreturn. (g) No Target Company has made There are no liens for material amounts of Taxes on the assets of MAS or any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its of the MAS Subsidiaries except for statutory liens for current Taxes following the Closingnot yet due and payable. (h) No Target Company has Neither MAS nor any Liability for the Taxes of another Person (other than another Target Company) (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwise. No Target Company MAS Subsidiary is a party to or bound by any Tax indemnity agreement, Tax sharing agreement contract, arrangement, or Tax allocation agreement plan that has resulted or similar agreementwould result, arrangement individually or practice in the aggregate, in connection with respect to Taxes (including advance pricing agreement, closing agreement this Agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on change of control of MAS or any of the Company or its MAS Subsidiaries with respect to in the payment of any period following "excess parachute payments" within the Closing Datemeaning of Section 280G of the Code. (i) No Target Company has requestedFor purposes of this Agreement, the term "Tax" shall mean any federal, state, local, foreign or provincial income, gross receipts, property, sales, use, license, excise, franchise, employment, payroll, alternative or added minimum, ad valorem, withholding, estimated, transfer or excise tax, or is the subject any other tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or bound penalty imposed by any private letter rulingGovernmental Authority. The term "Tax Return" shall mean a report, technical advice memorandumreturn or other information (including any attached schedules or any amendments to such report, closing agreement return or similar ruling, memorandum other information) required to be supplied to or agreement filed with any a Governmental Authority with respect to any TaxesTax, nor is any such request outstandingincluding an information return, claim for refund, amended return or declaration of estimated Tax.