Common use of Allocation Schedule Clause in Contracts

Allocation Schedule. The parties acknowledge and agree that by reason of the status of the LLC as an entity disregarded as separate from its owner pursuant to Treasury Regulations Section 301.7701-3(b)(1)(ii), the purchase of the Membership Interests by Buyer from Seller shall be treated as a purchase by Buyer from Seller of all of the assets owned by the LLC (the “Assets”) as of the Closing Date for purposes of federal income Taxes, and a sale of the Assets by Seller to Buyer. The parties agree that the total consideration deemed received by Seller from Buyer pursuant to this Agreement in exchange for the Assets (the “Total Tax Consideration”), including the Purchase Price, the liabilities of the LLC as of the Closing Date and any other relevant items that are properly includible in determining the amount realized by Seller for federal income Tax purposes in connection with the deemed sale of the Assets resulting from sale of the Membership Interests shall be allocated among the Assets in accordance with Section 1060 of the Code. Schedule 8.1(c) sets forth amounts that the parties agree are the fair market values of specific Assets or groups of Assets as of the Closing Date, or the method by which such fair market values shall be determined after the Closing. Within 60 days after the Closing Date, Buyer shall prepare and deliver to Seller an allocation schedule allocating the Total Tax Consideration among the Assets (the “Allocation Schedule”). The Allocation Schedule shall be based upon their fair market values of any Assets set forth on Schedule 8.1(c), and in the case of any other Assets, upon a determination by Buyer of the fair market values of such Assets. Upon receipt of the Allocation Schedule, Seller shall, for a period of 30 days, have the right to review and comment on the Allocation Schedule and Buyer shall make such revisions to the Allocation Schedule as are reasonably requested by Seller and consented to by Buyer, which consent shall not be unreasonably withheld. In the event of any disagreement between Buyer and Seller regarding the Allocation Schedule, such disagreement shall be resolved by the selection of an independent appraiser acceptable to Buyer and Seller to prepare and provide to Buyer and Seller a valuation of the Assets (but not inconsistently with any values agreed by Schedule 8.1(c)). The final mutually agreed upon or determined Allocation Schedule shall be binding on the parties for Tax purposes, and the parties shall file all income Tax Returns in a manner consistent with such Allocation Schedule. No party or their shareholders or Affiliates shall take any position that is inconsistent with the Allocation Schedule in any audit or other Proceeding relating to Tax; provided, however, that if in any audit of any Tax Return of Buyer or Seller or the shareholders of Seller by a taxing authority, the amount of or allocation of the Total Tax Consideration is finally determined by such taxing authority to be different from the Allocation Schedule, Buyer and Seller may (but shall not be obligated to) take any position or action consistent with the allocation of consideration as finally determined in such audit. In the event that any taxing authority disputes the allocation of the Total Tax Consideration among the Assets as reflected by either Buyer or Seller on their respective Tax Returns, Buyer or Seller, as the case may be, shall promptly notify the other party of the existence and nature of such dispute, and upon the resolution of such dispute, advise the other party of the details of such resolution.

Allocation Schedule. The parties acknowledge and agree that by reason of the status of the LLC as an entity disregarded as separate from its owner pursuant No later than five Business Days prior to Treasury Regulations Section 301.7701-3(b)(1)(ii), the purchase of the Membership Interests by Buyer from Seller shall be treated as a purchase by Buyer from Seller of all of the assets owned by the LLC (the “Assets”) as of the Closing Date for purposes of federal income Taxes, and a sale of the Assets by Seller to Buyer. The parties agree that the total consideration deemed received by Seller from Buyer pursuant to this Agreement in exchange for the Assets (the “Total Tax Consideration”), including the Purchase Price, the liabilities of the LLC as of the Closing Date and any other relevant items that are properly includible in determining the amount realized by Seller for federal income Tax purposes in connection with the deemed sale of the Assets resulting from sale of the Membership Interests shall be allocated among the Assets in accordance with Section 1060 of the Code. Schedule 8.1(c) sets forth amounts that the parties agree are the fair market values of specific Assets or groups of Assets as of the Closing Date, or the method by which such fair market values Company shall be determined after the Closing. Within 60 days after the Closing Date, Buyer shall prepare and deliver to Seller MEOA an allocation schedule allocating the Total Tax Consideration among the Assets (the “Allocation Schedule”). The Allocation Schedule shall ) setting forth: (a) the number of Company Shares, including Restricted Shares, held by each Company Stockholder, the number of Company Shares subject to each Company Option held by each holder thereof, as well as whether each such Company Option will be based upon their fair market values a Vested Company Option or an Unvested Company Option as of any Assets set forth on Schedule 8.1(c)immediately prior to the Effective Time, and the number of Company Warrants held by each holder thereof and, in the case of any other Assetsthe Company Options and Company Warrants, the exercise price thereof, the number of Company Shares held by each Company Stockholder upon a determination by Buyer conversion of the fair market values Company Series B Preferred Stock into Company Shares immediately prior to the Closing, the number of such Assets. Upon receipt Restricted Shares held by each Company Stockholder pursuant to the exchange of the Allocation ScheduleCompany Series C Preferred Stock into Restricted Shares, Seller and the number of Company Shares that would be held by each Company Stockholder upon conversion of the Company Series A Preferred Stock into Company Shares assuming that the shares of Company Series A Preferred Stock would have been converted into Company Shares immediately prior to the Closing; (b) the number of MEOA Shares that will be subject to each Rollover Option and Rollover Warrant, the exercise price thereof at the Effective Time, as well as the exchange ratio on which such calculations are based (which shall, for the avoidance of doubt, be the same exchange ratio for each calculation pursuant to this clause (b)); (c) the number of MEOA Shares that will be included in the Rollover Series A Preferred Stock Amount and the number of MEOA Shares that will be included in the Rollover Note Amount; and (d) the portion of the Transaction Share Consideration allocated to each Company Stockholder. The Company will review any comments to the Allocation Schedule provided by MEOA or any of its authorized Representatives and consider in good faith all reasonable comments on the final Allocation Schedule. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of MEOA Shares that each Company Stockholder will have a period of 30 days, have the right to review and comment receive pursuant to Section 2.1(a)(vii) will be rounded down to the nearest whole share, (B) in no event shall the aggregate number of MEOA Shares set forth on the Allocation Schedule that are allocated in respect of Company Shares exceed or be less than the Transaction Share Consideration, (C) in no event shall the aggregate number of MEOA Shares set forth on the Allocation Schedule that are allocated in respect of Vested Company Options exceed or be less than the Rollover Vested Option Amount, (D) in no event shall the aggregate number of MEOA Shares set forth on the Allocation Schedule that are allocated in respect of Company Warrants exceed or be less than the Rollover Warrant Amount, (E) in no event shall the aggregate number of MEOA Shares set forth on the Allocation Schedule that are allocated in respect of the Rollover Company Series A Preferred Stock Amount set forth on the Allocation Schedule exceed or be less than the Rollover Company Series A Preferred Stock Amount, (F) in no event shall the aggregate number of MEOA Shares set forth on the Allocation Schedule that are allocated in respect of the Rollover Note Amount exceed or be less than the Rollover Note Amount, (G) in no event shall the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents of the Company, the Company Equity Plans or any other Contract to which the Company is a party or bound (taking into account, for the avoidance of doubt, any actions taken by the Company pursuant to Section 2.1(e)), or fail to take into account the exercise price and Buyer other terms of the Company Options and Company Warrants, and (H) in no event shall make such revisions the number of MEOA Shares that will be subject to the Rollover Options corresponding to the Unvested Company Options exceed the Rollover Unvested Option Amount. The Parties acknowledge and agree that MEOA may rely exclusively (without any independent inquiry or investigation and without any liability) on the Allocation Schedule as are reasonably requested by Seller setting forth a true, complete and consented to by Buyer, which consent shall not be unreasonably withheld. In the event accurate listing of any disagreement between Buyer and Seller regarding the Allocation Schedule, such disagreement shall be resolved by the selection of an independent appraiser acceptable to Buyer and Seller to prepare and provide to Buyer and Seller a valuation of the Assets (but not inconsistently with any values agreed by Schedule 8.1(c)). The final mutually agreed upon or determined Allocation Schedule shall be binding on the parties for Tax purposes, and the parties shall file all income Tax Returns in a manner consistent with such Allocation Schedule. No party or their shareholders or Affiliates shall take any position that is inconsistent with the Allocation Schedule in any audit or other Proceeding relating to Tax; provided, however, that if in any audit of any Tax Return of Buyer or Seller or the shareholders of Seller by a taxing authority, the amount of or allocation of the Total Tax Consideration is finally determined by such taxing authority amounts required to be different from the Allocation Schedule, Buyer and Seller may (but shall not be obligated to) take any position or action consistent with the allocation of consideration as finally determined specified in such audit. In the event that any taxing authority disputes the allocation of the Total Tax Consideration among the Assets as reflected by either Buyer or Seller on their respective Tax Returns, Buyer or Seller, as the case may be, shall promptly notify the other party of the existence and nature of such dispute, and upon the resolution of such dispute, advise the other party of the details of such resolutionthis Section 2.3.

Allocation Schedule. The parties acknowledge and agree that by reason No later than 30 days after the Closing Date, Seller shall deliver (or cause to be delivered) to the Investors a draft schedule (the “Allocation Schedule”) allocating the quotient of the status of the LLC as an entity disregarded as separate from its owner pursuant to Treasury Regulations Section 301.7701-3(b)(1)(ii), the purchase of the Membership Interests Initial Payment divided by Buyer from Seller shall be treated as a purchase by Buyer from Seller of all 99% among each of the assets owned by the LLC (the “Assets”) as of the Closing Date for purposes of federal income Taxes, and a sale of the Assets by Seller to Buyer. The parties agree that the total consideration deemed received by Seller from Buyer pursuant to this Agreement in exchange for the Assets (the “Total Tax Consideration”), including the Purchase Price, the liabilities of the LLC as of the Closing Date and any other relevant items that are properly includible in determining the amount realized by Seller for federal income Tax purposes in connection with the deemed sale of the Assets resulting from sale of the Membership Interests shall be allocated among the Assets Project Company in accordance with Section 1060 of the CodeCode and the Treasury Regulations promulgated thereunder, generally in accordance with an allocation of [***]% to the tangible assets and [***]% to the intangible assets. Schedule 8.1(c) sets forth amounts that the parties agree are the fair market values of specific Assets or groups of Assets as If, within 20 days following their receipt of the Closing Datedraft Allocation Schedule, the Investors do not provide written comments to Seller, such Allocation Schedule as prepared by Seller shall become final and binding on the Parties. If, within 20 days following its receipt of the draft Allocation Schedule, the Investors provide written comments to Seller, within the ensuing 30 days, the Parties shall attempt in good faith to resolve any dispute regarding the Allocation Schedule. If by the end of the 30 day period, Investors and Seller are unable to reach an agreement on the draft Allocation Schedule or any requested revisions thereto, the method by which such fair market values shall dispute will be determined after the Closing. Within 60 days after the Closing Date, Buyer shall prepare and deliver referred to Seller an allocation schedule allocating the Total Tax Consideration among the Assets independent valuation firm (the “Allocation ScheduleIndependent Appraiser”) selected by agreement of Investors and Seller (or, if the Parties cannot agree to the selection of the Independent Appraiser, the Independent Appraiser will be selected by agreement of KPMG LLP and Deloitte Touche Tohmatsu Limited) to resolve any remaining disputes, applying, mutatis mutandis, the procedures and fee allocation set forth in Section 2.4(a) (except that the Independent Appraiser will not be bound to accept either the position submitted to it by the Investors or the position submitted to it by Seller). The Parties shall memorialize the draft Allocation Schedule, as agreed or as determined by the Independent Appraiser, as applicable, in a final Allocation Schedule. After the final Allocation Schedule shall be based upon their fair market values of any Assets set forth on Schedule 8.1(c)has been memorialized, if there is an adjustment to the value exchanged hereunder (e.g., due to indemnification payments) for U.S. federal and applicable state and local income Tax purposes, and in the case of any other Assets, upon a determination by Buyer of the fair market values of if such Assets. Upon receipt of difference requires an adjustment to the Allocation Schedule, then Seller shall, for a period of 30 days, have the right shall prepare such adjustment to review and comment on the Allocation Schedule and Buyer submit such adjustment to the Investors, and the Parties shall make use their good faith efforts to agree on the final adjustment within 30 days thereafter; provided, that if the Parties cannot agree on such revisions adjustment, such adjustment shall be determined by the Independent Appraiser applying, mutatis mutandis, the procedures and fee allocation set forth in Section 2.4(a) (except that the Independent Appraiser will not be bound to accept either the position submitted to it by the Investors or the position submitted to it by Seller). The Parties agree to: (a) be bound by the Allocation Schedule as are reasonably requested by Seller agreed upon under this Section 9.12(b); (b) prepare and consented to by Buyerfile, which consent shall not be unreasonably withheld. In the event of any disagreement between Buyer and Seller regarding the Allocation Schedule, such disagreement shall be resolved by the selection of an independent appraiser acceptable to Buyer and Seller cause its respective Affiliates to prepare and provide to Buyer and Seller a valuation of the Assets (but not inconsistently with any values agreed by Schedule 8.1(c)). The final mutually agreed upon or determined Allocation Schedule shall be binding on the parties for Tax purposesfile, and the parties shall file all income Tax Returns in a manner consistent with such the Allocation Schedule. No party or their shareholders or ; and (c) take no position, and cause its respective Affiliates shall to take any position that is no position, inconsistent with the Allocation Schedule in any audit Tax Return or other Proceeding relating to Taxin any Claim by any Governmental Body; provided, however, that if in any audit of the foregoing shall not prevent either Party from settling any Tax Return of Buyer audit, Tax review or Seller Tax litigation or from complying with any final determination therefrom. Notwithstanding the shareholders of Seller foregoing, the Parties agree that it will not be inconsistent with the Allocation Schedule for (i) a party’s cost for an asset to differ from the total amount allocated in the Allocation Schedule to such asset to reflect capitalized acquisition costs not included in the total amount allocated pursuant to this Section 9.12(b), and (ii) the amount realized by a taxing authority, Party to differ from the total amount allocated pursuant to this Section 9.12(b) to reflect transaction costs that reduce the amount of or allocation of the Total realized for U.S. federal income Tax Consideration is finally determined by such taxing authority to be different from the Allocation Schedule, Buyer and Seller may (but shall not be obligated to) take any position or action consistent with the allocation of consideration as finally determined in such audit. In the event that any taxing authority disputes the allocation of the Total Tax Consideration among the Assets as reflected by either Buyer or Seller on their respective Tax Returns, Buyer or Seller, as the case may be, shall promptly notify the other party of the existence and nature of such dispute, and upon the resolution of such dispute, advise the other party of the details of such resolutionpurposes.

Allocation Schedule. The parties acknowledge and agree that by reason Within ninety (90) days following the finalization of the status of the LLC as an entity disregarded as separate from its owner pursuant to Treasury Regulations adjustments in accordance with Section 301.7701-3(b)(1)(ii4(d), the purchase of the Membership Interests by Buyer from Seller shall be treated or such later time as a purchase by Buyer from Seller of all of the assets owned by the LLC (the “Assets”) as of the Closing Date for purposes of federal income Taxes, and a sale of the Assets mutually agreed by Seller and OpCo Purchaser, OpCo Purchaser shall prepare and provide to Buyer. The parties agree that Seller a schedule for income Tax purposes allocating the total consideration deemed received by Seller from Buyer pursuant to this Agreement in exchange for the Assets (the “Total Tax Consideration”), including the Purchase Price, the liabilities of the LLC as of the Closing Date OpCo Transaction Consideration and any other relevant items among each of the OpCo Acquired Interests (and, with respect to the OpCo Acquired Companies that are properly includible in determining the amount realized by Seller disregarded entities for U.S. federal income Tax purposes tax purposes, the assets of such OpCo Acquired Companies) and the Licensed IP in connection with the deemed sale of the Assets resulting from sale of the Membership Interests shall be allocated among the Assets in accordance compliance with Section 1060 of the Code. Schedule 8.1(c) sets forth amounts that Code and the parties agree are the fair market values of specific Assets or groups of Assets as of the Closing Date, or the method by which such fair market values shall be determined after the Closing. Within 60 days after the Closing Date, Buyer shall prepare and deliver to Seller an allocation schedule allocating the Total Tax Consideration among the Assets regulations thereunder (the “Allocation Schedule”). The Allocation Schedule Seller shall be based upon their fair market values have a period of any Assets set forth on Schedule 8.1(c), and in fifteen (15) Business Days after the case of any other Assets, upon a determination by Buyer of the fair market values of such Assets. Upon receipt delivery of the Allocation Schedule, Schedule (the “Allocation Response Period”) to present in writing to OpCo Purchaser notice of any objections Seller shall, for a period of 30 days, may have the right to review and comment on the Allocation Schedule and Buyer shall make such revisions to the allocations set forth therein (an “Allocation Schedule as are reasonably requested by Objections Notice”). Unless Seller and consented to by Buyer, which consent shall not be unreasonably withheld. In the event of any disagreement between Buyer and Seller regarding the Allocation Scheduletimely objects, such disagreement shall be resolved by the selection of an independent appraiser acceptable to Buyer and Seller to prepare and provide to Buyer and Seller a valuation of the Assets (but not inconsistently with any values agreed by Schedule 8.1(c)). The final mutually agreed upon or determined Allocation Schedule shall be binding on the parties for Tax purposeswithout further adjustment, absent manifest error. If Seller shall raise any objections within the Allocation Response Period, OpCo Purchaser and Seller shall negotiate in good faith and use reasonable best efforts to resolve such dispute. If the parties fail to agree within fifteen (15) days after the delivery of the Allocation Objections Notice, then the disputed items shall be resolved by the Accounting Firm consistent with fair and reasonable industry standards. The Accounting Firm’s determination shall be final and binding on the parties. The Accounting Firm shall resolve the dispute within thirty (30) days after the item has been referred to it. The costs, fees and expenses of the Accounting Firm shall be borne equally by Seller and OpCo Purchaser. Seller and OpCo Purchaser shall use such allocation for all reporting purposes with respect to federal, state and local Taxes. Each of Seller and OpCo Purchaser agrees to prepare and file all income Tax Returns in a manner consistent accordance with such and based upon the final Allocation Schedule. No party or their shareholders or Affiliates OpCo Purchaser and Seller shall take any position that is inconsistent with the Allocation Schedule in any audit or other Proceeding relating to Tax; provided, however, that if in any audit promptly inform one another of any Tax Return of Buyer challenge by any Governmental Authority to the allocation and shall consult and keep one another informed with respect to the status of, and any discussion, proposal or Seller submission with respect to, such challenge. In addition, in the event that there is any adjustment to the OpCo Transaction Consideration pursuant to this Agreement or the shareholders Contingent Lease Support Agreement following the preparation of Seller by a taxing authority, the amount of or allocation of the Total Tax Consideration is finally determined by such taxing authority to be different from the Allocation Schedule, Buyer and Seller may (but the Allocation Schedule shall not be obligated to) take any position or action consistent with amended according to the allocation of consideration as finally determined same procedures set forth in such audit. In the event that any taxing authority disputes the allocation of the Total Tax Consideration among the Assets as reflected by either Buyer or Seller on their respective Tax Returns, Buyer or Seller, as the case may be, shall promptly notify the other party of the existence and nature of such dispute, and upon the resolution of such dispute, advise the other party of the details of such resolutionthis Section 4(f).

Allocation Schedule. (a) The parties acknowledge and agree that by reason Initial Allocation Schedule attached hereto as Exhibit A sets forth a summary of the status allocation (estimated as of the LLC as an entity disregarded as separate from its owner pursuant date hereof) of the amounts payable at the Closing to Treasury Regulations Section 301.7701-3(b)(1)(ii)the Company Equityholders. The Company shall deliver to the Buyer and the Paying Agent, at least four (4) Business Days prior to the Closing, the purchase Closing Date Allocation Schedule (which schedule shall reflect the Estimated Closing Adjustment as determined in accordance with Section 1.6(a)). The Paying Agent shall make all payments and deliveries of the Membership Interests by Buyer from Seller shall be treated as a purchase by Buyer from Seller of all of Closing Purchase Price and the assets owned by Total Consideration in accordance with the LLC Closing Date Allocation Schedule. (b) It is expressly acknowledged and agreed that the “Assets”) as preparation of the Closing Date for purposes of federal income Taxes, Allocation Schedule and a sale the allocation of the Assets by Seller Closing Purchase Price and the Total Consideration set forth therein are the sole responsibility of the Company Equityholders and that Buyer and the Paying Agent shall be entitled to rely thereon, without any obligation to investigate or verify the accuracy or correctness thereof and to make payments in accordance therewith. None of Buyer. The parties agree that the total consideration deemed received by Seller from Buyer pursuant to this Agreement in exchange for the Assets (the “Total Tax Consideration”), including the Purchase Price, the liabilities Paying Agent or any of their Affiliates shall have any liability in connection with any claims by any Company Equityholder or any other Person relating to any alleged inaccuracy or miscalculations in, or otherwise relating to, the LLC as preparation of the Closing Date and any other relevant items that are properly includible in determining the amount realized by Seller for federal income Tax purposes in connection with the deemed sale of the Assets resulting from sale of the Membership Interests shall be allocated among the Assets in accordance with Section 1060 of the Code. Schedule 8.1(c) sets forth amounts that the parties agree are the fair market values of specific Assets or groups of Assets as of the Closing Date, or the method by which such fair market values shall be determined after the Closing. Within 60 days after the Closing Date, Buyer shall prepare and deliver to Seller an allocation schedule allocating the Total Tax Consideration among the Assets (the “Allocation Schedule”). The Allocation Schedule shall be based upon their fair market values of any Assets set forth on Schedule 8.1(c), and in the case of any other Assets, upon a determination by Buyer of the fair market values of such Assets. Upon receipt of the Allocation Schedule, Seller shall, for a period of 30 days, have the right to review and comment on the Allocation Schedule and Buyer shall make such revisions to the Allocation Schedule as are reasonably requested by Seller and consented to by Buyer, which consent shall not be unreasonably withheld. In the event of any disagreement between Buyer and Seller regarding the Allocation Schedule, such disagreement shall be resolved by the selection of an independent appraiser acceptable to Buyer and Seller to prepare and provide to Buyer and Seller a valuation of the Assets (but not inconsistently with any values agreed by Schedule 8.1(c)). The final mutually agreed upon or determined Allocation Schedule shall be binding on the parties for Tax purposes, and the parties shall file all income Tax Returns in a manner consistent with such Allocation Schedule. No party or their shareholders or Affiliates shall take any position that is inconsistent with the Allocation Schedule in any audit or other Proceeding relating to Tax; provided, however, that if in any audit of any Tax Return of Buyer or Seller or the shareholders of Seller by a taxing authority, the amount of or allocation of the Total Tax Consideration is finally determined by such taxing authority to be different from the Allocation Schedule, Buyer and Seller may (but shall not be obligated to) take any position or action consistent with the allocation of consideration as finally determined in such audit. In the event that any taxing authority disputes the allocation of the Total Tax Consideration among set forth therein or payments made in accordance therewith. In consideration for its receipt of its allocation of Total Consideration in accordance with (and subject to) the Assets as reflected by either Closing Date Allocation Schedule, each Company Equityholder hereby irrevocably waives, releases and promises never to assert any claims or causes of action, promises or similar rights of any type (however described and however arising) that such Company Equityholder may currently have, or may have in the future, whether or not now known, against the Trust Foundations, the Company, the Buyer or Seller on any of their respective Tax Returnspredecessors, Buyer or Sellersuccessors, as parent corporations, subsidiaries, stockholders, directors, officers, employees, consultants, attorneys, agents, assigns and employee benefit plans (the case may be, shall promptly notify “Released Parties”) with respect to any matter related to the other party allocation of the Total Consideration in accordance with the Closing Date Allocation Schedule (the “Released Claims”). Each Company Equityholder acknowledges that it may hereafter discover facts other than or different from those that it knows or believes to be true with respect to the subject matter of the Released Claims, but it hereby expressly agrees that, on and as of the Closing, such Company Equityholder shall have waived and fully, finally and forever settled and released any known or unknown, suspected or unsuspected, asserted or unasserted, contingent or noncontingent claim with respect to the Released Claims, whether or not concealed or hidden, without regard to the subsequent discovery or existence and nature of such disputedifferent or additional facts. (c) Each Company Equityholder hereby acknowledges and agrees that if it should hereafter make any claim or demand or commence or threaten to commence any action, claim or proceeding against any Released Party with respect to any Released Claim, this Section 1.9(c) may be raised as a complete bar to any such action, claim or proceeding, and upon the resolution of applicable Released Party may recover from such disputeCompany Equityholder all costs incurred in connection with such action, advise the other party of the details of such resolutionclaim or proceeding, including attorneys’ fees.

Allocation Schedule. (a) The parties acknowledge Company has prepared and agree that by reason of delivered to Buyer a spreadsheet in substantially the status of the LLC form attached hereto as an entity disregarded as separate from its owner pursuant to Treasury Regulations Section 301.7701-3(b)(1)(ii), the purchase of the Membership Interests by Buyer from Seller shall be treated as a purchase by Buyer from Seller of all of the assets owned by the LLC Exhibit D (the “AssetsAllocation Schedule”) as of prior to the Closing Date for purposes of federal income Taxesdate hereof, and a sale of the Assets by Seller to Buyer. The parties agree that the total consideration deemed received by Seller from Buyer pursuant to this Agreement in exchange for the Assets which Allocation Schedule shall (the “Total Tax Consideration”), including the Purchase Price, the liabilities of the LLC as of the Closing Date and any other relevant items that are properly includible in determining the amount realized by Seller for federal income Tax purposes in connection with the deemed sale of the Assets resulting from sale of the Membership Interests shall i) be allocated among the Assets in accordance with Section 1060 of the Code. Schedule 8.1(c) sets forth amounts that the parties agree are the fair market values of specific Assets or groups of Assets dated as of the Closing Date, or (ii) correctly incorporate and reflect the method by which such fair market values shall be determined after terms of the Formation Documents, (iii) include all of the information (in addition to the other required data and information specified therein) set forth on Schedule B hereto as of immediately prior to the Closing. Within 60 days after the Closing Date, Buyer shall prepare and deliver (iv) be in a form reasonably satisfactory to Seller an allocation schedule allocating the Total Tax Consideration among the Assets Buyer. (the “Allocation Schedule”). b) The Allocation Schedule shall be based upon their fair market values of any Assets set forth on accompanied by reasonably detailed back-up documentation for the calculations contained therein. The Company shall make available to Buyer and its Representatives the work papers and other books and records used in preparing the Allocation Schedule 8.1(c), and in the case of any other Assets, upon a determination by Buyer reasonable access to Employees of the fair market values of such Assets. Upon receipt Company as Buyer may reasonably request in connection with its review of the Allocation Schedule, Seller shall, for a period of 30 days, have the right to and will otherwise cooperate in good faith with Buyer’s and its Representatives’ review and comment shall take into consideration in good faith any comments of Buyer on the Allocation Schedule. Notwithstanding the foregoing, in no event will any of Buyer’s rights be considered waived, impaired or otherwise limited as a result of Buyer not making an objection prior to the Closing or making an objection that is not fully implemented in a revised Allocation Schedule, as applicable. (c) Notwithstanding anything to the contrary in this Agreement or any investigation or examination conducted, or any knowledge possessed or acquired, by or on behalf of Buyer or any of its Affiliates or its or their Representatives, or any disclosure made by or on behalf of the Company, (i) it is expressly acknowledged and agreed that Buyer and its Affiliates and their respective Representatives shall be entitled to rely on the Allocation Schedule without any obligation to investigate or verify the accuracy or correctness thereof, and Buyer to make payments and/or stock issuances, as applicable, in accordance therewith, and (ii) in no event shall make such revisions Buyer, its Affiliates or their respective Representative have any liability to any Person (including any liability to the Sellers Representative or any Stockholder) for any alleged inaccuracy or miscalculations in, or otherwise relating to, the preparation of the Allocation Schedule as are reasonably requested and the allocation set forth therein, or payments and/or stock issuances made, or not made, by Seller and consented to by any Person (including Buyer, which consent shall not be unreasonably withheld. In the event of any disagreement between Buyer Company and Seller regarding their respective Affiliates) in accordance with the Allocation Schedule, such disagreement shall be resolved by the selection of an independent appraiser acceptable to Buyer and Seller to prepare and provide to Buyer and Seller a valuation of the Assets (but not inconsistently with any values agreed by Schedule 8.1(c)). The final mutually agreed upon or determined Allocation Schedule shall be binding on the parties for Tax purposes, and the parties shall file all income Tax Returns in a manner consistent with such Allocation Schedule. No party or their shareholders or Affiliates shall take any position that is inconsistent with the Allocation Schedule in any audit or other Proceeding relating to Tax; provided, however, that if in any audit of any Tax Return of Buyer or Seller or the shareholders of Seller by a taxing authority, the amount of or allocation of the Total Tax Consideration is finally determined by such taxing authority to be different from the Allocation Schedule, Buyer and Seller may (but shall not be obligated to) take any position or action consistent with the allocation of consideration as finally determined in such audit. In the event that any taxing authority disputes the allocation of the Total Tax Consideration among the Assets as reflected by either Buyer or Seller on their respective Tax Returns, Buyer or Seller, as the case may be, shall promptly notify the other party of the existence and nature of such dispute, and upon the resolution of such dispute, advise the other party of the details of such resolution.

Allocation Schedule. The parties acknowledge (i) For U.S. federal (and applicable state and local) Income Tax purposes, the Parties agree that by reason of the status of Purchase Price (together with any adjustments thereto and any costs, payments, assumed liabilities and any other amounts properly characterized as consideration for the LLC as an entity disregarded as separate from its owner pursuant to Treasury Regulations Section 301.7701-3(b)(1)(ii), the purchase of the Membership Interests by Buyer from Seller shall be treated as a purchase by Buyer from Seller of all of the assets owned by the LLC Shares for U.S. federal Income Tax purposes) (the “AssetsTax Purchase Price”) as of the Closing Date for purposes of federal income Taxes, and a sale of the Assets by Seller to Buyer. The parties agree that the total consideration deemed received by Seller from Buyer pursuant to this Agreement in exchange for the Assets (the “Total Tax Consideration”), including the Purchase Price, the liabilities of the LLC as of the Closing Date and any other relevant items that are properly includible in determining the amount realized by Seller for federal income Tax purposes in connection with the deemed sale of the Assets resulting from sale of the Membership Interests shall be allocated among the Assets assets of Company (the “Company Assets”) for Income Tax purposes in accordance with Section 1060 of the CodeCode and Treasury Regulations (the “Allocation Methodology”). Schedule 8.1(c) sets forth amounts that the parties agree are the fair market values of specific Assets or groups of Assets as Buyer shall deliver a draft schedule of the Closing Date, or allocation of the method by which such fair market values shall be determined after Tax Purchase Price that is consistent with the Closing. Within 60 days after the Closing Date, Buyer shall prepare and deliver to Seller an allocation schedule allocating the Total Tax Consideration among the Assets Allocation Methodology (the “Allocation Schedule”) to Seller within 90 days after determination of the Final Closing Statement in accordance with Section 2.04, for Seller’s review and comment. Seller shall review and approve such allocation within 30 days from delivery to Seller (the “Allocation Review Period”). The If Seller does not submit comments within such Allocation Review Period, then Seller will be deemed to have approved such Allocation Schedule as prepared by Buyer. If Seller delivers comments to Buyer within such Allocation Review Period, Buyer and Seller shall be based upon their fair market values use good faith efforts to resolve any dispute in connection with such comments. In the event Buyer and Seller are unable to agree on any such revisions within 10 days after Seller provides its comments, Buyer and Seller shall engage the CPA Firm (unless another accounting firm is mutually agreed to in writing between Buyer and Sellers’ Representative prior to such time) to resolve the dispute in accordance with the Allocation Methodology and the terms of this Agreement. In resolving any Assets set forth on Schedule 8.1(c), and in the case of any other Assets, upon a determination by Buyer of the fair market values of such Assets. Upon receipt of dispute with respect to the Allocation Schedule, Seller shall, for a period of 30 days, have the right to review and comment on CPA Firm (i) shall be bound by the Allocation Schedule and Methodology, (ii) may not assign a value to any item greater than the highest value claimed for such item or less than the lowest value for such item claimed by either Buyer or Seller, (iii) shall make restrict its decision to such revisions to items included in Seller’s objection(s) which are then in dispute, (iv) may review only the Allocation Schedule as are reasonably requested by Seller and consented to by Buyer, which consent shall not be unreasonably withheld. In the event written presentations of any disagreement between Buyer and Seller regarding in resolving any matter which is in dispute, and (v) shall render its decision in writing within 30 days after the Allocation Schedule, such disagreement disputed item(s) have been submitted to it. The resolution of any disputed items by the CPA Firm shall be resolved by the selection of an independent appraiser acceptable to Buyer final, conclusive and Seller to prepare and provide to Buyer and Seller a valuation of the Assets (but not inconsistently with any values agreed by Schedule 8.1(c)). The final mutually agreed upon or determined Allocation Schedule shall be binding on the parties for Tax purposesthe purposes of this Agreement. The CPA Firm shall allocate its costs and expenses between Buyer and Seller based upon the percentage of the contested amount submitted to the CPA Firm that is ultimately awarded to Buyer, on the one hand, or Seller, on the other hand, such that Buyer bears a percentage of such costs and expenses equal to the percentage of the contested amount awarded to Seller, and Seller bears a percentage of such costs and expenses equal to the parties shall percentage of the contested amount awarded to Buyer. (ii) The Parties agree to file all income federal, state, and local Tax Returns in a manner consistent accordance with the Allocation Schedule (as finally determined in accordance with this Section 4.06(k)) (such Allocation Scheduleallocation, the “Agreed Allocation”). No party Party will take or their shareholders permit others to take on its behalf any position, whether in connection with a Tax audit, a Tax Return, Tax contest or Affiliates shall take any position otherwise, that is inconsistent with the Agreed Allocation Schedule in any audit unless required to do so pursuant to a final determination within the meaning of Section 1313(a) of the Code or other Proceeding relating to Taxapplicable Law; provided, however, that if nothing contained herein will require any party to litigate before any court or defend in any audit of administrative action (including any Tax Return of audit or examination) any proposed deficiency or adjustment by any Governmental Entity challenging such Agreed Allocation; provided, further, that no Party will be unreasonably impeded in its ability and discretion to negotiate, compromise or settle any tax audit, claim or similar action in connection with such Agreed Allocation. Notwithstanding anything herein to the contrary, the requirements set forth in this Section 4.06(k) shall not bind Buyer or Seller or the shareholders of Seller by a taxing authority, the amount of or allocation of the Total Tax Consideration is finally determined by such taxing authority to be different from the Allocation Schedule, Buyer and Seller may (but shall not be obligated to) take any position or action consistent with the allocation of consideration as finally determined its Affiliates in such audit. In the event that any taxing authority disputes determining the allocation of the Total Tax Consideration among Purchase Price for purposes of GAAP in preparing their financial statements. Adjustments to the Assets as reflected by either Buyer or Seller on their respective Tax Returns, Buyer or Seller, as Purchase Price shall be allocated in accordance with the case may be, shall promptly notify the other party of the existence and nature of such dispute, and upon the resolution of such dispute, advise the other party of the details of such resolutionAgreed Allocation.

Allocation Schedule. (a) The parties acknowledge Company shall prepare and agree that by reason of deliver to Parent the status of Allocation Schedule at least three Business Day prior to the LLC as an entity disregarded as separate from its owner pursuant to Treasury Regulations Section 301.7701-3(b)(1)(ii)Closing Date, setting forth the purchase of the Membership Interests by Buyer from Seller information set forth on Schedule B, which Allocation Schedule shall be treated as a purchase by Buyer from Seller of all of the assets owned by the LLC (the “Assets”) as of the Closing Date for purposes of federal income Taxes, and a sale of the Assets by Seller to Buyer. The parties agree that the total consideration deemed received by Seller from Buyer pursuant to this Agreement in exchange for the Assets (the “Total Tax Consideration”), including the Purchase Price, the liabilities of the LLC as of the Closing Date and any other relevant items that are properly includible in determining the amount realized by Seller for federal income Tax purposes in connection with the deemed sale of the Assets resulting from sale of the Membership Interests shall be allocated among the Assets in accordance with Section 1060 of the Code. Schedule 8.1(c) sets forth amounts that the parties agree are the fair market values of specific Assets or groups of Assets dated as of the Closing Date, or . (b) The Company will provide reasonably detailed back-up documentation for the method calculations contained therein that is reasonably requested by which such fair market values shall be determined after the Closing. Within 60 days after the Closing Date, Buyer shall prepare and deliver to Seller an allocation schedule allocating the Total Tax Consideration among the Assets (the “Allocation Schedule”)▇▇▇▇▇▇. The Company shall make available to Parent and its Representatives the work papers (subject to the execution of customary work paper access letters, if requested) and other books and records used in preparing the Allocation Schedule shall be based upon their fair market values of any Assets set forth on Schedule 8.1(c), and in the case of any other Assets, upon a determination by Buyer reasonable access to Company Service Providers or Representatives of the fair market values of such Assets. Upon receipt Company as Parent may reasonably request in connection with its review of the Allocation Schedule, Seller shall, for a period of 30 days, have the right to and will otherwise cooperate in good faith with Parent’s and its Representatives review and comment shall consider in good faith any reasonable comments of Parent on the Allocation Schedule. The Company shall ensure that the Allocation Schedule complies with any applicable Laws, the Company Charter Documents, the Company Governing Documents, any equity plans or any other Contract of the Company. It is expressly acknowledged and agreed that (i) Parent and its Representatives shall be entitled to rely on the Allocation Schedule without any obligation to investigate or verify the accuracy or correctness thereof, and Buyer to make payments in accordance therewith and (ii) neither Parent nor any of its Representatives shall make such revisions have any liability to any Company Equity Holder or any other Person with respect to any claims relating to any alleged inaccuracy, incompleteness or miscalculations in, or otherwise relating to, the preparation of the Allocation Schedule and any information set forth therein or payments made by any Person in accordance therewith. Notwithstanding the foregoing, in no event will any of Parent’s rights be considered waived, impaired or otherwise limited as are reasonably requested by Seller and consented a result of Parent not making an objection prior to by Buyer, which consent shall the Closing or its making an objection that is not be unreasonably withheld. In the event of any disagreement between Buyer and Seller regarding the fully implemented in a revised Allocation Schedule, such disagreement shall be resolved by the selection of an independent appraiser acceptable to Buyer and Seller to prepare and provide to Buyer and Seller a valuation of the Assets (but not inconsistently with any values agreed by Schedule 8.1(c)). The final mutually agreed upon or determined Allocation Schedule shall be binding on the parties for Tax purposes, and the parties shall file all income Tax Returns in a manner consistent with such Allocation Schedule. No party or their shareholders or Affiliates shall take any position that is inconsistent with the Allocation Schedule in any audit or other Proceeding relating to Tax; provided, however, that if in any audit of any Tax Return of Buyer or Seller or the shareholders of Seller by a taxing authority, the amount of or allocation of the Total Tax Consideration is finally determined by such taxing authority to be different from the Allocation Schedule, Buyer and Seller may (but shall not be obligated to) take any position or action consistent with the allocation of consideration as finally determined in such audit. In the event that any taxing authority disputes the allocation of the Total Tax Consideration among the Assets as reflected by either Buyer or Seller on their respective Tax Returns, Buyer or Seller, as the case may be, shall promptly notify the other party of the existence and nature of such dispute, and upon the resolution of such dispute, advise the other party of the details of such resolutionapplicable.

Allocation Schedule. The parties acknowledge and agree that by reason of (a) Prior to the status of the LLC as an entity disregarded as separate from its owner pursuant to Treasury Regulations Section 301.7701-3(b)(1)(ii)Closing, the purchase of the Membership Interests by Buyer from Seller shall be treated as a purchase by Buyer from Seller of all of the assets owned by the LLC (the “Assets”) as of the Closing Date for purposes of federal income Taxes, and a sale of the Assets by Seller to Buyer. The parties agree that the total consideration deemed received by Seller from Buyer pursuant to this Agreement in exchange for the Assets (the “Total Tax Consideration”), including the Purchase Price, the liabilities of the LLC as of the Closing Date and any other relevant items that are properly includible in determining the amount realized by Seller for federal income Tax purposes in connection with the deemed sale of the Assets resulting from sale of the Membership Interests shall be allocated among the Assets in accordance with Section 1060 of the Code. Schedule 8.1(c) sets forth amounts that the parties agree are the fair market values of specific Assets or groups of Assets as of the Closing Date, or the method by which such fair market values shall be determined after the Closing. Within 60 days after the Closing Date, Buyer Company shall prepare and deliver to Seller an allocation schedule allocating the Total Tax Consideration among the Assets Parent a spreadsheet (the “Allocation Schedule”). , which shall be reasonably satisfactory to Parent, which Allocation Schedule shall be dated as of the Closing Date and shall set forth all of the information (in addition to the other required data and information specified therein) set forth on Schedule B hereto, as of immediately prior to the Closing. (b) The Allocation Schedule shall be based upon their fair market values accompanied by reasonably detailed back-up documentation for the calculations contained therein. The Company shall make available to Parent and its Representatives the work papers (subject to the execution of any Assets set forth on customary work paper access letters, if requested) and other books and records used in preparing the Allocation Schedule 8.1(c), and in the case of any other Assets, upon a determination by Buyer reasonable access to employees of the fair market values of such Assets. Upon receipt Company as Parent may reasonably request in connection with its review of the Allocation Schedule, Seller shall, for a period of 30 days, have the right to and will otherwise cooperate in good faith with Parent’s and its Representatives’ review and comment shall take into consideration in good faith any comments of Parent on the Allocation Schedule. Notwithstanding the foregoing, in no event will any of Parent’s rights be considered waived, impaired or otherwise limited as a result of Parent not making an objection prior to the Closing or its making an objection that is not fully implemented in the Allocation Schedule, as applicable. (c) Each of the Parties acknowledges and agrees that, prior to any subsequent post-Closing distributions, the Stockholder Representative shall deliver to Parent an updated Allocation Schedule promptly following a request by Parent, and Parent and the Exchange Agent shall be entitled to conclusively rely upon the Allocation Schedule or an updated Allocation Schedule delivered by the Stockholder Representative, as applicable for all purposes hereof; provided, that the Stockholder Representative shall be entitled to conclusively rely upon the initial Allocation Schedule prepared by the Company in connection with the Stockholder Representative’s preparation and delivery of any updated Allocation Schedule. (d) In no event will Parent, the Exchange Agent or any of their Affiliates have any liability to any person on account of issuances of Parent Common Stock or payments or distributions made in accordance with the Allocation Schedule or an updated Allocation Schedule delivered by the Stockholder Representative, as applicable. Parent, the Exchange Agent or any of their Affiliates shall be entitled to conclusively rely on the Allocation Schedule and Buyer shall make such revisions to for purposes of this Agreement, including the Allocation Schedule as are reasonably requested by Seller and consented to by Buyer, which consent shall not be unreasonably withheld. In the event issuance of any disagreement between Buyer and Seller regarding the Allocation Schedule, such disagreement shall be resolved by the selection shares of an independent appraiser acceptable to Buyer and Seller to prepare and provide to Buyer and Seller a valuation of the Assets (but not inconsistently with any values agreed by Schedule 8.1(c)). The final mutually agreed upon or determined Allocation Schedule shall be binding on the parties for Tax purposes, and the parties shall file all income Tax Returns in a manner consistent with such Allocation Schedule. No party or their shareholders or Affiliates shall take any position that is inconsistent with the Allocation Schedule in any audit or other Proceeding relating to Tax; provided, however, that if in any audit of any Tax Return of Buyer or Seller or the shareholders of Seller by a taxing authority, the amount of or allocation of the Total Tax Consideration is finally determined by such taxing authority to be different from the Allocation Schedule, Buyer and Seller may (but shall not be obligated to) take any position or action consistent with the allocation Parent Common Stock as part of consideration as finally determined in such audit. In for the event that any taxing authority disputes the allocation of the Total Tax Consideration among the Assets as reflected by either Buyer or Seller on their respective Tax Returns, Buyer or Seller, as the case may be, shall promptly notify the other party of the existence and nature of such dispute, and upon the resolution of such dispute, advise the other party of the details of such resolutionCombination Transactions.

Allocation Schedule. The parties acknowledge and agree that by reason of the status of the LLC Attached hereto as Exhibit J is an entity disregarded as separate from its owner pursuant to Treasury Regulations Section 301.7701-3(b)(1)(ii)Allocation Schedule, the purchase of the Membership Interests by Buyer from Seller shall be treated as a purchase by Buyer from Seller of all of the assets owned prepared by the LLC Company for illustrative purposes, setting forth: (i) the “Assets”name of each Company Equity Interest holder; (ii) the number and type of Company Equity Interests held by each such Company Equity Interest holder; (iii) the Fully Diluted Number as of the Closing Date for purposes of federal income TaxesExecution Date, and a sale of the Assets by Seller portion thereof attributable to Buyer. The parties agree that the total consideration deemed received by Seller from Buyer pursuant to this Agreement in exchange for the Assets each Company Equity Interest holder; and (the “Total Tax Consideration”), including the Purchase Price, the liabilities of the LLC as of the Closing Date and any other relevant items that are properly includible in determining iv) the amount realized by Seller for federal income Tax purposes in connection with the deemed sale of the Assets resulting from sale of the Membership Equity Consideration attributable to each such Company Equity Interest holder’s Company Equity Interests shall be allocated among the Assets in accordance with Section 1060 of the CodeCompany LLCA and this Agreement. Schedule 8.1(cNo later than ten Business Days prior to the Closing, the Company shall deliver to the Buyer an updated Allocation Schedule, prepared in conformance with the principles set forth in Exhibit J, which shall be updated to reflect: (A) sets forth amounts that the parties agree are the fair market values of specific Assets or groups of Assets JDA Share Adjustment Amount as of the Closing Date; (B) the Interim Company Financing Cash; (C) the calculation of the Equity Consideration; and (D) the Fully Diluted Number as of the Closing Date; and thereby set forth the final allocation of the Equity Consideration among the holders of Company Equity Interests as of the Effective Time in accordance with the Company LLCA and this Agreement. Following the delivery thereof, or the method by which such fair market values shall be determined after Company will provide the ClosingBuyer and their accountants and other Representatives with a reasonable opportunity to review the Allocation Schedule. Within 60 days after At least two Business Days prior to the Closing Date, the Buyer may notify the Company of any comments or questions with respect to the Allocation Schedule and the Company shall (x) consider in good faith such comments or questions and (y) prepare and deliver an updated Allocation Schedule to Seller an allocation schedule allocating the Total Tax Consideration among Company prior to the Assets (Closing Date reflecting any agreed upon changes resulting from such comments or questions. Notwithstanding the “foregoing, the Allocation Schedule”)Schedule ultimately delivered by the Company to the Buyer in accordance with this Agreement shall control. The Allocation Schedule shall be based Company hereby acknowledges and agrees that the Buyer Parties may rely upon their fair market values of any Assets set forth on Schedule 8.1(c), and in the case of any other Assets, upon a determination by Buyer of the fair market values of such Assets. Upon receipt of the Allocation Schedule, Seller shalland in no event will the Buyer or any of its Affiliates (including the Surviving Company) have any liability to any Company Unitholder or other Person with respect to the Allocation Schedule delivered pursuant to this Agreement or on account of shares issued in accordance with the terms hereof as set forth in the Allocation Schedule; provided, that, for a period the avoidance of 30 daysdoubt, have in no event shall the right to review and comment amounts set forth on the Allocation Schedule and result in, or require the Buyer shall make such revisions to issue a number of ▇▇▇▇ Interests greater, in the Allocation Schedule as are reasonably requested by Seller and consented to by Buyeraggregate, which consent shall not be unreasonably withheld. In than the event of any disagreement between Buyer and Seller regarding the Allocation Schedule, such disagreement shall be resolved by the selection of an independent appraiser acceptable to Buyer and Seller to prepare and provide to Buyer and Seller a valuation of the Assets (but not inconsistently with any values agreed by Schedule 8.1(c)). The final mutually agreed upon or determined Allocation Schedule shall be binding on the parties for Tax purposes, and the parties shall file all income Tax Returns in a manner consistent with such Allocation Schedule. No party or their shareholders or Affiliates shall take any position that is inconsistent with the Allocation Schedule in any audit or other Proceeding relating to Tax; provided, however, that if in any audit of any Tax Return of Buyer or Seller or the shareholders of Seller by a taxing authority, the amount of or allocation of the Total Tax Consideration is finally determined by such taxing authority to be different from the Allocation Schedule, Buyer and Seller may (but shall not be obligated to) take any position or action consistent with the allocation of consideration as finally determined in such audit. In the event that any taxing authority disputes the allocation of the Total Tax Consideration among the Assets as reflected by either Buyer or Seller on their respective Tax Returns, Buyer or Seller, as the case may be, shall promptly notify the other party of the existence and nature of such dispute, and upon the resolution of such dispute, advise the other party of the details of such resolutionEquity Consideration.

Allocation Schedule. The parties acknowledge Allocation Schedule sets forth a true, correct and agree that by reason complete allocation of the status amounts payable to the equity holders of Merger Partner and the LLC as an entity disregarded as separate from its owner pursuant to Treasury Regulations Section 301.7701-3(b)(1)(ii), the purchase of the Membership Interests by Buyer from Seller shall be treated as a purchase by Buyer from Seller of all of the assets owned by the LLC (the “Assets”) as of the Closing Date for purposes of federal income Taxes, and a sale of the Assets by Seller to Buyer. The parties agree that the total consideration deemed received by Seller from Buyer Blockers pursuant to this Agreement in exchange for the Assets (the “Total Tax Consideration”), including the Purchase Price, the liabilities of the LLC as of the Closing Date date of this Agreement and the pro forma equity capitalization of Public Company and Merger Partner giving effect to the Mergers. Merger Partner shall deliver an updated Allocation Schedule reflecting any other relevant items that are properly includible transfers of equity interests in determining Merger Partner or any Blocker or issuances of equity or equity linked securities of Merger Partner after the amount realized date hereof (which issuances for the avoidance of doubt shall only be made in compliance with the terms of this Agreement), as well as the elections contemplated by Seller Section 2.5, to Public Company at least three (3) Business Days prior to the Closing, which updated Allocation Schedule shall not, for federal income Tax purposes the avoidance of doubt, change the aggregate number of shares of Public Company Class A Common Stock and Public Company Class B Common Stock comprising the Merger Consideration or the aggregate number of Merger Partner Common Units to be issued in connection with the deemed sale Mergers (subject to the election rights of the Assets resulting from sale of the Membership Interests shall be allocated among the Assets in accordance with Electing Members pursuant to Section 1060 of the Code. Schedule 8.1(c) sets forth amounts that the parties agree are the fair market values of specific Assets or groups of Assets as of the Closing Date, or the method by which such fair market values shall be determined after the Closing. Within 60 days after the Closing Date, Buyer shall prepare and deliver to Seller an allocation schedule allocating the Total Tax Consideration among the Assets (the “Allocation Schedule”2.5). The Allocation Schedule shall be based upon their fair market values of any Assets set forth on Schedule 8.1(c), and in the case of any other Assets, upon a determination by Buyer of the fair market values of such Assets. Upon receipt of the Allocation Schedule, Seller shall, for a period of 30 days, have the right to review and comment on the Allocation Schedule and Buyer shall make such revisions to the Allocation Schedule as are reasonably requested by Seller and consented to by Buyer, which consent shall not be unreasonably withheld. In the event of any disagreement between Buyer and Seller regarding the Allocation Schedule, such disagreement shall be resolved by the selection of an independent appraiser acceptable to Buyer and Seller to prepare and provide to Buyer and Seller a valuation of the Assets (but not inconsistently with any values agreed by Schedule 8.1(c)). The final mutually agreed upon or determined Allocation Schedule shall be binding on the parties for Tax purposes, and the parties shall file all income Tax Returns in a manner consistent with such Allocation Schedule. No party or their shareholders or Affiliates shall take any position that is inconsistent with the Allocation Schedule in any audit or other Proceeding relating to Tax; provided, however, that if in the event Merger Partner sells additional Merger Partner Series F Preferred Units after the date of this Agreement at a cash price per Series F Preferred Unit of $2.00 and otherwise on terms substantially the same as issuances of Series F Preferred Units by ▇▇▇▇▇▇ Partner prior to the date hereof (each, an “Additional Merger Partner Unit”) the Allocation Schedule shall be updated to reflect such issuances of Additional Series F Preferred Unit(s) of Merger Partner and the number of shares of Public Company Class A Common Stock, Public Company Class B Common Stock and Member Partner Class B Units comprising the Merger Consideration in exchange therefor and any audit of any Tax Return of Buyer or Seller or the shareholders of Seller by a taxing authority, the amount of or allocation of the Total Tax Consideration is finally determined by such taxing authority additional Member Partner Class A Units to be different issued as a result pursuant to Section 2.1(b)(ii). Public Company, Merger Partner and the Exchange and Paying Agent shall be entitled to rely conclusively on the Allocation Schedule as in effect from time to time and any amounts delivered by Public Company and Merger Partner to any security holder of Merger Partner or a Blocker (or delivered by Public Company to the Exchange and Paying Agent for further delivery to such Persons) in accordance with the Allocation Schedule, Buyer and Seller may (but shall not be obligated to) take any position or action consistent with deemed for all purposes to have been delivered to the allocation of consideration as finally determined applicable equity holder in such audit. In the event that any taxing authority disputes the allocation full satisfaction of the Total Tax Consideration among the Assets as reflected by either Buyer or Seller on their respective Tax Returns, Buyer or Seller, as the case may be, shall promptly notify the other party obligations of the existence Public Company and nature of such dispute, and upon the resolution of such dispute, advise the other party of the details of such resolutionMerger Partner under this Article II.

Allocation Schedule. The parties acknowledge (a) Purchaser shall prepare a schedule in accordance with Sections 751 and agree that by reason 1060 of the status Code (and any other applicable Law), of a purchase price allocation among the assets of the LLC Company and each of its Subsidiaries that is either a partnership or disregarded as an entity disregarded as separate from its owner the Company for U.S. federal income tax purposes, which shall include a methodology for allocating any Contingent Consideration that may become payable pursuant to Treasury Regulations Section 301.7701-3(b)(1)(ii), the purchase of the Membership Interests by Buyer from Seller shall be treated as a purchase by Buyer from Seller of all of the assets owned by the LLC (the “Assets”) as of the Closing Date for purposes of federal income Taxes, and a sale of the Assets by Seller to Buyer. The parties agree that the total consideration deemed received by Seller from Buyer pursuant to this Agreement in exchange for the Assets (the “Total Tax Consideration”), including the Purchase Price, the liabilities of the LLC as of the Closing Date and any other relevant items that are properly includible in determining the amount realized by Seller for federal income Tax purposes in connection with the deemed sale of the Assets resulting from sale of the Membership Interests shall be allocated among the Assets in accordance with Section 1060 of the Code. Schedule 8.1(c) sets forth amounts that the parties agree are the fair market values of specific Assets or groups of Assets as of the Closing Date, or the method by which such fair market values shall be determined after the Closing. Within 60 days after the Closing Date, Buyer shall prepare and deliver to Seller an allocation schedule allocating the Total Tax Consideration among the Assets 1.05 (the “Allocation Schedule”). The primary, but not sole, use of the Allocation Schedule will be to serve as the basis for both Purchaser’s and Sellers’ disclosure statements which the Parties are required to file with the tax authorities by applicable income tax regulations, including, but not limited to, IRS Forms 8594 and 8308. Purchaser shall be based upon their fair market values of any Assets set forth on Schedule 8.1(c), and in the case of any other Assets, upon provide a determination by Buyer copy of the fair market values Allocation Schedule to Sellers’ Representative no later than March 16, 2020. By the Closing Date, Purchaser and Sellers shall reasonably cooperate with each other to prepare an estimate of the amount to be reported as Class V assets on IRS Form(s) 8594, 8308 or other applicable disclosure statement. Purchaser shall provide a preliminary draft of the Allocation Schedule to Sellers’ Representative within 75 days after the Closing Date with the understanding that the amounts provided on such Assets. Upon preliminary draft will be estimates only and subject to change. (b) During the 30-day period following Sellers’ Representative’s receipt of the Allocation Schedule (and all supporting schedule, work papers and other materials reasonably requested by Sellers’ Representative), Sellers’ Representative and its auditors and Representatives shall be permitted to review the working papers of the Company, Purchaser and their respective accountants relating to the Allocation Schedule, together with all other reasonably requested materials relating to the Allocation Schedule, including any materials prepared by Purchaser and/or its accountants; provided, that Sellers’ Representative and its auditors and Representatives shall have executed all release letters reasonably requested by Purchaser’s and the Company’s accountants in connection therewith. (c) Within 30 days of receipt of the Allocation Schedule prepared in accordance with Section 8.03(a), Sellers’ Representative shall deliver to Purchaser written notice either accepting or objecting to the Allocation Schedule, and if Sellers’ Representative shall not have timely delivered such written notice, Sellers’ Representative shall be deemed to have agreed to the Allocation Schedule, which shall become final and binding upon the Parties. If Sellers’ Representative timely objects to the Allocation Schedule, then Purchaser and Seller shall, shall negotiate in good faith for a period of 30 days, have the right days after Purchaser’s receipt of Sellers’ Representative’s written notice of objection to review and comment on resolve their differences with respect to the Allocation Schedule Schedule. Purchaser and Buyer Sellers’ Representative shall make each bear their own costs incurred in connection with such revisions negotiations. (d) If Purchaser and Sellers’ Representative are unable to timely resolve their differences with respect to the Allocation Schedule, then the Parties shall prepare separate allocations. (e) If Sellers’ Representative accepts the Allocation Schedule, Sellers’ Representative does not deliver timely notice to Purchaser of its objection to the Allocation Schedule as or Purchaser and Sellers’ Representative are reasonably requested by Seller and consented able to by Buyer, which consent shall not be unreasonably withheld. In the event of timely resolve any disagreement between Buyer and Seller regarding differences with respect to the Allocation Schedule, such disagreement then: (i) the Company, Sellers and Purchaser shall be resolved by the selection of an independent appraiser acceptable to Buyer and Seller to prepare and provide to Buyer and Seller a valuation of the Assets (but not inconsistently with file any values agreed by Schedule 8.1(c)). The final mutually agreed upon or determined Allocation Schedule shall be binding on the parties for Tax purposesapplicable IRS Form(s) 8594, 8308, and the parties shall file all other applicable federal, state and local income Tax Returns in a manner consistent accordance with such Allocation Schedule. No party or their shareholders or Affiliates shall take any position that is inconsistent with the Allocation Schedule in any audit or other Proceeding relating to Tax; provided, however, that if in any audit of any Tax Return of Buyer or Seller or the shareholders of Seller by a taxing authority, the amount of or allocation of the Total Tax Consideration is finally determined by such taxing authority to be different from the Allocation Schedule, Buyer and Seller may none of them shall thereafter take an income Tax Return position inconsistent with such allocation except as otherwise required by applicable Law or unless such inconsistent position shall arise out of or through an audit or other inquiry or examination by the IRS or other taxing authority, (but shall not be obligated toii) take any position or action consistent with the allocation of consideration as finally determined in such audit. In the event that any taxing authority disputes the allocation of the Total Tax Consideration among the Assets as reflected by either Buyer or Seller on their respective Tax Returns, Buyer or Seller, as the case may be, Parties shall promptly notify the other party advise one another of the existence of any Tax audit, controversy or litigation related to any allocation hereunder and nature of such dispute, and upon (iii) the resolution of such dispute, advise Allocation Schedule shall not establish any cap or other limitation on the other party indemnification obligations of the details of such resolutionParties.

Allocation Schedule. The parties acknowledge Purchaser shall in good faith determine and agree that by reason prepare an allocation of the status of the LLC as an entity disregarded as separate from its owner pursuant to Treasury Regulations Section 301.7701-3(b)(1)(ii), the purchase of the Membership Interests by Buyer from Seller shall be treated as a purchase by Buyer from Seller of all of the assets owned by the LLC (the “Assets”) as of the Closing Date for purposes of federal income Taxes, and a sale of the Assets by Seller to Buyer. The parties agree that the total consideration deemed received by Seller from Buyer pursuant to this Agreement in exchange for the Assets (the “Total Tax Consideration”), including the Purchase Price, the liabilities of the LLC as of the Closing Date and any other relevant items that are properly includible in determining the amount realized by Seller for federal income Tax purposes in connection with the deemed sale of the Assets resulting from sale of the Membership Interests shall be allocated among the Assets in accordance with Section 1060 of the Code. Schedule 8.1(c) sets forth amounts that the parties agree are the fair market values of specific Assets or groups of Assets as of the Closing Date, or the method by which such fair market values shall be determined after the Closing. Within 60 days after the Closing Date, Buyer shall prepare and deliver to Seller an allocation schedule allocating the Total Tax Aggregate Consideration among the Assets shares of the Company and the Company Subsidiaries that are directly acquired by Purchaser or its affiliates as described in Exhibit E (the “Allocation Schedule”). The Allocation Schedule Purchaser shall be based upon their fair market values of any Assets set forth on Schedule 8.1(c), and in the case of any other Assets, upon deliver to Seller a determination by Buyer of the fair market values of such Assets. Upon receipt draft proposal of the Allocation ScheduleSchedule for Seller’s review no later than December 1, 2024. Seller shall, for a period of 30 days, have the right to shall review and comment on the Allocation Schedule and Buyer shall make such provide any proposed revisions to Purchaser within fifteen (15) days after the receipt thereof from Purchaser. If Seller timely raises any objections to an Allocation Schedule prepared by Purchaser pursuant to this Section 2.10, Seller shall provide Purchaser with a detailed explanation as are reasonably requested by to the basis of its objections and Seller and consented Purchaser shall negotiate in good faith and use their reasonable best efforts to by Buyerresolve any dispute. If Seller and Purchaser fail to resolve such dispute within ten (10) days after Seller timely raises such objection, which consent shall not be unreasonably withheld. In then the event of any disagreement between Buyer and Seller regarding the Allocation Schedule, such disagreement disputed items shall be resolved by the selection a nationally recognized accounting firm that is capable of an independent appraiser acceptable serving as a valuation expert with relevant experience and is mutually agreeable to Buyer Purchaser and Seller to prepare and provide to Buyer and Seller a valuation of (the Assets (but not inconsistently with any values agreed by Schedule 8.1(c“Accounting Expert”)). The final mutually agreed upon or determined Allocation Schedule shall be binding on the parties for Tax purposes, and the parties shall file all income Tax Returns in a manner consistent with such Allocation Schedule. No party or their shareholders or Affiliates shall take any position that is inconsistent with the Allocation Schedule in any audit or other Proceeding relating to Tax; provided, however, that the Accounting Expert’s determination shall be limited to the portions of the Allocation Schedule with respect to which Seller has raised timely concerns in accordance with this Section 2.10. All fees and expenses relating to the work, if in any audit of any Tax Return of Buyer or Seller or any, to be performed by the shareholders of Seller Accounting Expert shall be borne equally by a taxing authoritythe Purchaser, on the amount of or one hand, and Seller, on the other hand. The allocation of the Total Tax Consideration is finally Aggregate Consideration, as prepared by Purchaser if not disputed by the Seller, as adjusted pursuant to any agreement between the Purchaser and Seller, or as determined by such taxing authority to the Accounting Expert in accordance with this Section 2.10, shall be different from conclusive and binding on the Allocation SchedulePurchaser, Buyer Seller and their Affiliates, and Purchaser and Seller may agree to prepare and file (but and cause their Affiliates to prepare and file) all relevant Tax Returns in accordance with such allocation and shall not be obligated to) take any position inconsistent with such allocation in any Tax proceeding, except in each case to the extent otherwise required pursuant to a final determination of a Taxing authority. The allocation under this Section 2.10 shall be adjusted, as necessary, to reflect any subsequent adjustments to the Aggregate Consideration following the review, consultation and dispute resolution procedures set forth in this Section 2.10. Notwithstanding the foregoing, in no event shall the obligations of the Parties contained in this Section 2.10 prevent or action consistent delay the occurrence of the Closing, such that if the Allocation Schedule is not finalized in accordance with this Section prior to the allocation anticipated date of consideration as Closing, then the Allocation Schedule initially provided by the Purchaser, adjusted to include Seller’s comments with respect to disputed items, if any, shall be used solely for the purpose of the Closing, provided that any adjustments thereto (if any) shall be reviewed and finally determined in such audit. In accordance with this Section 2.10 together with the event that any taxing authority disputes the allocation determination of the Total Tax Consideration among the Assets as reflected by either Buyer or Seller on their respective Tax Returns, Buyer or Seller, as the case may be, shall promptly notify the other party of the existence and nature of such dispute, and upon the resolution of such dispute, advise the other party of the details of such resolutionFinal Closing Cash Consideration.

Allocation Schedule. The parties acknowledge and agree that by reason of the status of the LLC as an entity disregarded as separate from its owner pursuant No later than three (3) Business Days prior to Treasury Regulations Section 301.7701-3(b)(1)(ii), the purchase of the Membership Interests by Buyer from Seller shall be treated as a purchase by Buyer from Seller of all of the assets owned by the LLC (the “Assets”) as of the Closing Date for purposes of federal income Taxes, and a sale of the Assets by Seller to Buyer. The parties agree that the total consideration deemed received by Seller from Buyer pursuant to this Agreement in exchange for the Assets (the “Total Tax Consideration”), including the Purchase Price, the liabilities of the LLC as of the Closing Date and any other relevant items that are properly includible in determining the amount realized by Seller for federal income Tax purposes in connection with the deemed sale of the Assets resulting from sale of the Membership Interests shall be allocated among the Assets in accordance with Section 1060 of the Code. Schedule 8.1(c) sets forth amounts that the parties agree are the fair market values of specific Assets or groups of Assets as of the Closing Date, or the method by which such fair market values Company shall be determined after the Closing. Within 60 days after the Closing Date, Buyer shall prepare and deliver to Seller an allocation Parent a schedule allocating the Total Tax Consideration among the Assets to be attached hereto as Schedule I (the “Allocation Schedule”)) setting forth the Company’s good faith estimates of, with respect to each Seller (i) the number of shares of Common Stock, Preferred Stock, and In-the-Money Options held by such Seller, together with the certificate number(s) for the Certificates representing such shares of Common Stock or Preferred Stock, and such Seller’s address of record; (ii) the portion (expressed as a dollar amount and as a percentage) of the Aggregate Initial Merger Consideration and Option Payment, as applicable, payable to such Seller at the Closing pursuant to this Agreement in respect of such Seller’s Company Capital Stock or In-the-Money Stock Options; (iii) such Seller’s portion (expressed as a dollar amount and as a percentage) of the Purchase Price Adjustment Escrow Amount to be disbursed to the Escrow Agent at the Closing; (iv) such Seller’s portion (expressed as a dollar amount and as a percentage of the Expense Reserve Account to be disbursed to the Stockholder Representative at the Closing; (v) such Seller’s Pro Rata Share; and (vi) correct and complete wire or other payment instructions of the Company, the Stockholder Representative, and any third parties to which unpaid Transaction Expenses are payable by the Company. The Parties hereby agree that the Allocation Schedule shall govern the allocation among the Sellers of any payments to or from the Sellers that are contemplated by this Agreement. The Company and the Sellers hereby agree that the Allocation Schedule shall be based upon their fair market values prepared pursuant to and in accordance with the requirements of any Assets and priorities set forth on Schedule 8.1(c), and in the case of any other AssetsCompany Charter, upon a determination by Buyer the by-laws of the fair market values Company and the Stockholders Agreements (each as in effect on the date of such Assetsthis Agreement and at the Closing). Upon receipt of the Allocation ScheduleParent shall be entitled to rely, Seller shallwithout inquiry and without any liability whatsoever, for a period of 30 days, have the right to review and comment solely on the Allocation Schedule with respect to the amounts allocated and Buyer payable to the Sellers pursuant thereto. The parties further agree that the Stockholder Representative shall make such revisions be required to update the Allocation Schedule as are reasonably requested by Seller and consented from time to by Buyer, which consent shall not be unreasonably withheld. In time to reflect the event allocation of any disagreement between Buyer payment to Sellers and Seller regarding to promptly furnish any such update to Parent and the Paying Agent. Once the Paying Agent and, to the extent required, the Surviving Corporation have made all payments required to be made hereunder to the Sellers or the Stockholder Representative on their behalf in accordance with the Allocation Schedule, such disagreement payments shall constitute a complete discharge of the applicable payment obligations of Parent and Acquisition Corp. hereunder to the Sellers. The Company and the Stockholder Representative, on behalf of the Sellers, agree that neither Parent, Acquisition Corp., the Surviving Corporation nor any of their respective Affiliates shall be resolved by the selection of an independent appraiser acceptable liable for any Losses to Buyer and Seller to prepare and provide to Buyer and Seller a valuation of the Assets (but not inconsistently any Person, including any Seller, in connection with any values agreed by Schedule 8.1(c)). The final mutually agreed upon inaccuracy, error, or determined Allocation Schedule shall be binding on the parties for Tax purposes, and the parties shall file all income Tax Returns omission in a manner consistent with such Allocation Schedule. No party or their shareholders or Affiliates shall take any position that is inconsistent with the Allocation Schedule in any audit or other Proceeding relating to Tax; provided, however, that if in any audit of any Tax Return of Buyer or Seller or the shareholders of Seller by a taxing authority, the amount of or allocation of the Total Tax Consideration is finally determined by such taxing authority to be different from the Allocation Schedule, Buyer and Seller may (but shall not be obligated to) take including any position or action consistent with the allocation of consideration as finally determined in such audit. In the event that any taxing authority disputes the allocation failure of the Total Tax Consideration among Company or the Assets as reflected Stockholder Representative to correctly calculate the amounts owing to a Seller or to correctly distribute to any Seller the amounts of any payments made by either Buyer (or Seller on their respective Tax Returns, Buyer behalf of) Parent to or Seller, as for the case may be, shall promptly notify the other party benefit of the existence and nature of such dispute, and upon the resolution of such dispute, advise the other party of the details of such resolutionSellers.

Allocation Schedule. (a) The parties acknowledge and agree that by reason of the status of the LLC as an entity disregarded as separate from its owner pursuant to Treasury Regulations Section 301.7701-3(b)(1)(ii), the purchase of the Membership Interests by Buyer from Seller shall be treated as a purchase by Buyer from Seller of all of the assets owned by the LLC (the “Assets”) as of the Closing Date for purposes of federal income Taxes, and a sale of the Assets by Seller to Buyer. The parties agree that the total consideration deemed received by Seller from Buyer pursuant to this Agreement in exchange for the Assets (the “Total Tax Consideration”), including the Purchase Price, the liabilities of the LLC as of the Closing Date and any other relevant items that are properly includible in determining the amount realized by Seller for federal income Tax purposes in connection with the deemed sale of the Assets resulting from sale of the Membership Interests shall be allocated among the Assets in accordance with Section 1060 of the Code. Schedule 8.1(c) sets forth amounts that the parties agree are the fair market values of specific Assets or groups of Assets as of the Closing Date, or the method by which such fair market values shall be determined after the Closing. Within 60 days after the Closing Date, Buyer Company shall prepare and deliver to Seller an allocation schedule allocating the Total Tax Consideration among the Assets Parent a spreadsheet (the “Allocation Schedule”). The Allocation Schedule shall be based upon their fair market values of any Assets ) at least three Business Days prior to the Closing setting forth the information set forth on Schedule 8.1(c)B, and in which Allocation Schedule shall reflect the case of any other Assets, upon a determination by Buyer Company’s good faith estimates as of the fair market values Closing Date. Without limiting the foregoing, the Allocation Schedule shall identify each holder of Unvested Company Options and Promised Company Options and set forth the portion of the Unvested Company Option Holdback Amount and the Promised Company Option Holdback Amount, respectively, that relates to each such AssetsUnvested Company Option and Promised Company Option. (b) The Company will provide reasonably detailed back-up documentation for the calculations contained therein that is reasonably requested by ▇▇▇▇▇▇. Upon receipt The Company shall make available to Parent and its Representatives the work papers (subject to the execution of customary work paper access letters, if requested) and other books and records used in preparing the Allocation Schedule and reasonable access to current Company Service Providers or Representatives of the Company (during normal business hours) as Parent may reasonably request in connection with its review of the Allocation Schedule, Seller shall, for a period of 30 days, have the right to and will otherwise cooperate in good faith with Parent’s and its Representatives review and comment shall consider in good faith any comments of Parent on the Allocation Schedule. The Company shall ensure that the Allocation Schedule complies with any applicable Laws, the Company Charter Documents, the Company Governing Documents, any equity plans or any other Contract of the Company. It is expressly acknowledged and agreed that (i) Parent and its Representatives shall be entitled to rely on the Allocation Schedule without any obligation to investigate or verify the accuracy or correctness thereof, and Buyer to make payments in accordance therewith and (ii) neither Parent nor any of its Representatives shall make such revisions have any liability to any Company Security Holder or any other Person with respect to any claims relating to any alleged inaccuracy, incompleteness or miscalculations in, or otherwise relating to, the preparation of the Allocation Schedule and any information set forth therein or payments made by any Person in accordance therewith. Notwithstanding the foregoing, in no event will any of Parent’s rights be considered waived, impaired or otherwise limited as are reasonably requested by Seller and consented a result of Parent (x) not making an objection prior to by Buyer, which consent shall the Closing or (y) making an objection that is not be unreasonably withheld. In the event of any disagreement between Buyer and Seller regarding the fully implemented in a revised Allocation Schedule, such disagreement shall be resolved by the selection of an independent appraiser acceptable to Buyer and Seller to prepare and provide to Buyer and Seller a valuation of the Assets (but not inconsistently with any values agreed by Schedule 8.1(c)). The final mutually agreed upon or determined Allocation Schedule shall be binding on the parties for Tax purposes, and the parties shall file all income Tax Returns in a manner consistent with such Allocation Schedule. No party or their shareholders or Affiliates shall take any position that is inconsistent with the Allocation Schedule in any audit or other Proceeding relating to Tax; provided, however, that if in any audit of any Tax Return of Buyer or Seller or the shareholders of Seller by a taxing authority, the amount of or allocation of the Total Tax Consideration is finally determined by such taxing authority to be different from the Allocation Schedule, Buyer and Seller may (but shall not be obligated to) take any position or action consistent with the allocation of consideration as finally determined in such audit. In the event that any taxing authority disputes the allocation of the Total Tax Consideration among the Assets as reflected by either Buyer or Seller on their respective Tax Returns, Buyer or Seller, as the case may be, shall promptly notify the other party of the existence and nature of such dispute, and upon the resolution of such dispute, advise the other party of the details of such resolutionapplicable.

Allocation Schedule. The parties acknowledge and agree that 4.1 On or after the Unconditional Date but by reason of the status of date falling three (3) Business Days after the LLC as an entity disregarded as separate from its owner pursuant to Treasury Regulations Section 301.7701-3(b)(1)(ii)Unconditional Date, the purchase of Company shall deliver to the Membership Interests by Buyer from Seller shall be treated as a purchase by Buyer from Seller of all of the assets owned by the LLC (the “Assets”) as of the Closing Date for purposes of federal income Taxes, and a sale of the Assets by Seller to Buyer. The parties agree that the total consideration deemed received by Seller from Buyer pursuant to this Agreement in exchange for the Assets (the “Total Tax Consideration”), including the Purchase Price, the liabilities of the LLC as of the Closing Date and any other relevant items that are properly includible in determining the amount realized by Seller for federal income Tax purposes in connection draft schedule consistent with the deemed sale of the Assets resulting from sale of the Membership Interests shall be allocated among the Assets in accordance with Section 1060 of the Code. Allocation Schedule 8.1(c) sets forth amounts that the parties agree are the fair market values of specific Assets or groups of Assets as of the Closing Date, or the method by which such fair market values shall be determined after the Closing. Within 60 days after the Closing Date, Buyer shall prepare and deliver to Seller an allocation schedule allocating the Total Tax Consideration among the Assets Template (the “Allocation Schedule”)) setting out the amounts of the Cash Consideration to be paid and (if applicable) the number of Rollover Securities to be issued to each Shareholder and/or each Executive Optionholder of the Company on Completion. The Allocation Schedule shall be based upon their fair market values include details (without limitation) of the following: 4.1.1 the Consideration and the amounts set out in Clause 3.1; 4.1.2 the Proportionate Share of each Seller; 4.1.3 the Completion Company Transaction Expenses, together with supporting evidence or invoices; 4.1.4 whether the Rollover Condition has been satisfied; 4.1.5 the Rollover Amount (if applicable) of each Proceeds Recipient; 4.1.6 the Net Tax Consideration, the Executive Tax Amount and applicable Executive Employer Tax Amount of each Proceeds Recipient; 4.1.7 the individual Executive Option Exercise Amount and Executive Option Cancellation Amount of each Executive Optionholder; and 4.1.8 the Nominated Account for each Institutional Seller, to the extent provided by the applicable Institutional Seller. 4.2 The Company shall consult with the Buyer in good faith in respect of any Assets set forth on Schedule 8.1(c), and in the case of any other Assets, upon a determination by Buyer comments of the fair market values of such Assets. Upon receipt Buyer in relation to the draft Allocation Schedule delivered pursuant to Clause 4.1 in order to mutually agree the form of the Allocation Schedule within three (3) Business Days of delivery of the draft Allocation Schedule pursuant to Clause 4.1 (or such other period that the Company and the Buyer may reasonably agree), including but not limited to such updates as may be required if the Buyer wishes to waive the Rollover Condition. Following such consultation, the Company shall deliver to the Buyer the final Allocation Schedule agreed with the Buyer no less than four (4) Business Days prior to Completion (the “Final Allocation Schedule”). A Seller may request, on reasonable notice, to receive from the Company a summary of the information relevant to such Seller shall, for a period set out in the Final Allocation Schedule. 4.3 If Completion is deferred beyond the intended Completion Date in accordance with the terms of 30 days, have the right to review this Agreement and comment on the Allocation Schedule has been delivered to the Buyer prior to such deferral occurring, the Company shall deliver at least four (4) Business Days prior to the deferred Completion Date a revised Allocation Schedule, to the Buyer in accordance with this Clause (including but not limited to the obligation to consult on the draft Allocation Schedule and Buyer shall make such revisions to agree the final Allocation Schedule in Clause 4.2) and the Allocation Schedule as are reasonably requested by Seller and consented previously submitted shall cease to by Buyer, which consent shall not be unreasonably withheld. In the event of any disagreement between Buyer and Seller regarding the Allocation Schedule, such disagreement shall be resolved by the selection of an independent appraiser acceptable to Buyer and Seller to prepare and provide to Buyer and Seller a valuation of the Assets (but not inconsistently with any values agreed by Schedule 8.1(c)). The final mutually agreed upon or determined Allocation Schedule shall be binding on the parties apply for Tax all purposes, and the parties shall file all income Tax Returns in a manner consistent with such Allocation Schedule. No party or their shareholders or Affiliates shall take any position that is inconsistent with the Allocation Schedule in any audit or other Proceeding relating to Tax; provided, however, that if in any audit of any Tax Return of Buyer or Seller or the shareholders of Seller by a taxing authority, the amount of or allocation of the Total Tax Consideration is finally determined by such taxing authority to be different from the Allocation Schedule, Buyer and Seller may (but shall not be obligated to) take any position or action consistent with the allocation of consideration as finally determined in such audit. In the event that any taxing authority disputes the allocation of the Total Tax Consideration among the Assets as reflected by either Buyer or Seller on their respective Tax Returns, Buyer or Seller, as the case may be, shall promptly notify the other party of the existence and nature of such dispute, and upon the resolution of such dispute, advise the other party of the details of such resolution.

Allocation Schedule. (a) The parties acknowledge and agree that by reason of the status of the LLC as an entity disregarded as separate from its owner pursuant to Treasury Regulations Section 301.7701-3(b)(1)(ii), the purchase of the Membership Interests by Buyer from Seller shall be treated as a purchase by Buyer from Seller of all of the assets owned by the LLC (the “Assets”) as of the Closing Date for purposes of federal income Taxes, and a sale of the Assets by Seller to Buyer. The parties agree that the total consideration deemed received by Seller from Buyer pursuant to this Agreement in exchange for the Assets (the “Total Tax Consideration”), including the Purchase Price, the liabilities of the LLC as of the Closing Date and any other relevant items that are properly includible in determining the amount realized by Seller for federal income Tax purposes in connection with the deemed sale of the Assets resulting from sale of the Membership Interests shall be allocated among the Assets in accordance with Section 1060 of the Code. Schedule 8.1(c) sets forth amounts that the parties agree are the fair market values of specific Assets or groups of Assets as of the Closing Date, or the method by which such fair market values shall be determined after the Closing. Within 60 days after the Closing Date, Buyer Company shall prepare and deliver to Seller an Parent, in accordance with Section 5.10, to be appended as Exhibit C attached hereto, a preliminary summary of the allocation schedule allocating of proceeds to the Total Tax Company Equityholders contemplated by Section 2.6, including (i) the Per Share Merger Consideration among applicable to each class of Company Capital Stock and the Assets Per Option Cancellation Payments, (ii) the amount of the Payment Fund, the Option Cancellation Payment and the Dissenting Share Amount (if any), (iii) by Company Equityholder, the amount to be distributed to each such Company Equityholder equal to the aggregate Per Share Merger Consideration and (listed out separately) the aggregate Per Option Cancellation Payments, and (iv) by Company Equityholder, such Company Equityholder’s Pro Rata Share. The Company shall, not later than three (3) Business Days prior to the Closing, amend Exhibit C, subject to Parent’s reasonable approval, to reflect the final allocation of proceeds to be paid at the Closing to the Company Equityholders based on the total number shares of Company Capital Stock and Options outstanding immediately prior to the Effective Time and the Estimated Merger Consideration as set forth in the Estimated Closing Date Statement (as amended, the “Allocation Schedule”). The Allocation Schedule Company shall be based upon their fair market values of any Assets set forth on Schedule 8.1(c), and in the case of any other Assets, upon a determination by Buyer of the fair market values of such Assets. Upon receipt of the Allocation Schedule, Seller shall, for a period of 30 days, have the right to review and comment on the Allocation Schedule and Buyer shall make such revisions to the Allocation Schedule as are reasonably requested by Seller and consented to by Buyer, which consent shall not be unreasonably withheld. In the event of any disagreement between Buyer and Seller regarding the Allocation Schedule, such disagreement shall be resolved by the selection of an independent appraiser acceptable to Buyer and Seller to prepare and provide to Buyer and Seller a valuation of the Assets (but not inconsistently with any values agreed by Schedule 8.1(c)). The final mutually agreed upon or determined Allocation Schedule shall be binding on the parties for Tax purposes, and the parties shall file all income Tax Returns in a manner consistent with such Allocation Schedule. No party or their shareholders or Affiliates shall take any position that is inconsistent with the Allocation Schedule in any audit or other Proceeding relating to Tax; provided, however, that if in any audit of any Tax Return of Buyer or Seller or the shareholders of Seller by a taxing authorityaccordance with this Agreement, the amount Certificate of or allocation Incorporation, the Bylaws and any other applicable Organizational Documents of the Total Tax Company. (b) With respect to: (i) each Eligible Company Stockholder, the Per Share Merger Consideration is finally determined and Additional Per Share Merger Consideration (if any) to be received by such taxing authority Eligible Company Stockholder under this Agreement shall, at the time of and with respect to each payment, be different from aggregated for all shares of Company Capital Stock held by such Eligible Company Stockholder, and, following such aggregation, any fractional cents shall be rounded to the Allocation Schedulenearest whole cent; and (ii) any Eligible Optionholder, Buyer his, her or its Per Option Cancellation Payment or any of his, her or its Additional Per Option Cancellation Payments shall, at the time of and Seller may (but with respect to each payment, be aggregated for all Options held by such Eligible Optionholder, and, following such aggregation, any fractional cents shall not be obligated to) take any position or action consistent with rounded to the allocation of consideration as finally determined in such audit. In the event that any taxing authority disputes the allocation of the Total Tax Consideration among the Assets as reflected by either Buyer or Seller on their respective Tax Returns, Buyer or Seller, as the case may be, shall promptly notify the other party of the existence and nature of such dispute, and upon the resolution of such dispute, advise the other party of the details of such resolutionnearest whole cent.

Allocation Schedule. The parties acknowledge and agree that by reason Not later than ninety (90) days after the Closing Date, the Seller shall provide the Purchaser with a draft allocation of the status of the LLC as an entity disregarded as separate from its owner pursuant to Treasury Regulations Section 301.7701-3(b)(1)(ii), the purchase of the Membership Interests by Buyer from Seller shall be treated as a purchase by Buyer from Seller of all of the assets owned by the LLC (the “Assets”) as of the Closing Date for purposes of federal income Taxes, and a sale of the Assets by Seller to Buyer. The parties agree that the total consideration deemed received by Seller from Buyer pursuant to this Agreement in exchange for the Assets (the “Total Tax Consideration”), including the Purchase Price, the liabilities of the LLC as of the Closing Date and any other relevant items that are properly includible in determining the amount realized by Seller for federal income Tax purposes in connection with the deemed sale of the Assets resulting from sale of the Membership Interests shall be allocated Adjusted Consideration among the CSO Assets in accordance with Section 1060 of the Code. Schedule 8.1(c) sets forth amounts that Code and the parties agree are the fair market values of specific Assets or groups of Assets as of the Closing Date, or the method by which such fair market values shall be determined after the Closing. Within 60 days after the Closing Date, Buyer shall prepare and deliver to Seller an allocation schedule allocating the Total Tax Consideration among the Assets Treasury Regulations promulgated thereunder (the “Allocation Schedule”). The Allocation Schedule will set forth an allocation among the classes of assets as prescribed by Section 1060, but will not provide a breakdown in each class to specific assets. The Purchaser shall notify the Seller in writing within thirty (30) days after receipt of such Allocation Schedule of any items in the Allocation Schedule to which it objects. If Purchaser does not timely notify Seller of any objections, the Allocation Schedule provided by the Seller shall be based upon their fair market values final. If the Purchaser timely delivers notification of any Assets set forth on Schedule 8.1(c)objections, the Purchaser and the Seller shall negotiate in the case of any other Assets, upon a determination by Buyer good faith to resolve such objections. If no agreement is reached within thirty days of the fair market values of such Assets. Upon receipt of the Allocation SchedulePurchaser’s objections, Seller shall, for a period the items of 30 days, have the right to review and comment on the Allocation Schedule and Buyer shall make such revisions to the Allocation Schedule as are reasonably requested by Seller and consented to by Buyer, which consent shall not be unreasonably withheld. In the event of any disagreement between Buyer and Seller regarding the Allocation Schedule, such disagreement objection shall be resolved by submitted for resolution in the selection of an independent appraiser acceptable to Buyer and Seller to prepare and provide to Buyer and Seller a valuation of the Assets (but not inconsistently with any values agreed by Schedule 8.1(c)manner provided in Section 2.3.1(b). The final mutually agreed upon or determined Allocation Schedule costs of such accounting firm shall be binding on borne equally by the parties for Tax purposes, Purchaser and the parties Seller. The Seller and the Purchaser agree that they shall file all income Tax Returns in a manner consistent with such Allocation Schedule. No party or their shareholders or Affiliates shall take any position that is inconsistent with the Allocation Schedule in any audit or other Proceeding relating to Tax; provided, however, that if in any audit of any Tax Return of Buyer or Seller or the shareholders of Seller by a taxing authority, the amount of or allocation of the Total Tax Consideration is finally determined by such taxing authority to be different from the Allocation Schedule, Buyer and Seller may (but shall not be obligated to) take any position or action consistent with the allocation of consideration as finally determined in such audit. In the event that any taxing authority disputes report the allocation of the Total Adjusted Consideration in a manner entirely consistent with this Section 9.2 in all Tax Consideration among the Assets as reflected by either Buyer or Seller on returns and forms (including without limitation, their respective income Tax Returns, Buyer or returns for the year in which the Closing Date occurs and the Form 8594 filed with the Seller, as ’s and the case may be, Purchaser’s respective federal income tax returns with respect to the Transaction). The Seller and the Purchaser shall promptly notify each deliver to the other party a copy of the existence and nature of such dispute, and upon Form 8594 it files with its respective federal income tax return. The parties agree that this Allocation Schedule may need to be amended to reflect adjustments to the resolution of such dispute, advise the other party of the details of such resolutionPurchase Price made pursuant to this Agreement including Section 2.12.

Allocation Schedule. The parties acknowledge and agree that by reason of the status of the LLC as an entity disregarded as separate from its owner pursuant to Treasury Regulations Section 301.7701-3(b)(1)(ii), the purchase of the Membership Interests by Buyer from Seller shall be treated as a purchase by Buyer from Seller of all of the assets owned by the LLC (the “Assets”) as of the Closing Date for purposes of federal income Taxes, and a sale of the Assets by Seller to Buyer. The parties agree that the total consideration deemed received by Seller from Buyer pursuant to this Agreement in exchange for the Assets (the “Total Tax Consideration”), including the Purchase Price, the liabilities of the LLC as of the Closing Date and any other relevant items that are properly includible in determining the amount realized by Seller for federal income Tax purposes in connection with the deemed sale of the Assets resulting from sale of the Membership Interests shall be allocated among the Assets in accordance with Section 1060 of the Code. Schedule 8.1(c) sets forth amounts that the parties agree are the fair market values of specific Assets or groups of Assets as of the Closing Date, or the method by which such fair market values shall be determined after the Closing. Within 60 days after the Closing Date, Buyer Company shall prepare and deliver to Seller an allocation schedule allocating the Total Tax Consideration among the Assets Buyer a spreadsheet (the “Allocation Schedule”) at least five (5) days prior to the Closing that shall set forth all of the information set forth on Schedule B hereto. From time to time after the Closing, the Sellers Representative may deliver to Buyer an updated Allocation Schedule (each, an “Updated Allocation Schedule”); provided that the Sellers Representative shall deliver an Updated Allocation Schedule at such times as required by the terms of this Agreement. Until the Sellers Representative delivers an Updated Allocation Schedule to Buyer, Buyer shall use the Allocation Schedule delivered pursuant to the first sentence of this Section 6.3 or, if an Updated Allocation Schedule has been subsequently delivered to Buyer pursuant to this Section 6.3, the most recently delivered Updated Allocation Schedule, for purposes of (a) paying any amounts payable to any Selling Securityholder following the Closing under this Agreement, or (b) issuing any Post-Closing SPAC Shares to any Selling Securityholder following the Closing under this Agreement (collectively, the “Updated Allocation Schedule Purposes”). The After the delivery of an Updated Allocation Schedule to Buyer, each of the parties hereto agree that such Updated Allocation Schedule shall be based upon their fair market values used for the Updated Allocation Schedule Purposes, as applicable, with respect to any then-current matters or events (such as any payments or issuances of Post-Closing SPAC Shares to be made to any Selling Securityholders following the Closing or any payment obligations of any Assets set forth on Selling Securityholder hereunder) for which such Updated Allocation Schedule 8.1(cmay relate or any such matters or events which subsequently arise after the date of the delivery of such Updated Allocation Schedule, unless and until the Sellers Representative subsequently delivers a further Updated Allocation Schedule to Buyer. The Company (with respect to the Allocation Schedule) or the Sellers Representative (with respect to any Updated Allocation Schedule), as applicable, shall cooperate in good faith with Buyer’s and in the case of any other Assets, upon a determination by Buyer of the fair market values of such Assets. Upon receipt its Representatives’ review of the Allocation Schedule, Seller shall, for a period Schedule and any Updated Allocation Schedule and shall take into consideration in good faith any comments of 30 days, have the right to review and comment Buyer on the Allocation Schedule and Buyer any Updated Allocation Schedule (provided that, for the avoidance of doubt, the Company, the Company Stockholders and the Sellers Representative shall not be required to make such or accept any revisions or changes to the Allocation Schedule or any Updated Allocation Schedule that the Company or the Sellers Representative, as are reasonably requested by Seller applicable, delivers, and consented to by Buyer, which consent Buyer shall not have the right to delay any payments to be unreasonably withheld. In made under this Agreement in the event of any disagreement between dispute with respect to the Allocation Schedule or any Updated Allocation Schedule). Notwithstanding the foregoing, in no event will any of Buyer’s rights be considered waived, impaired or otherwise limited as a result of Buyer and Seller regarding not making an objection prior to the Closing or its making an objection that is not fully implemented in a revised Allocation Schedule or Updated Allocation Schedule, such disagreement shall be resolved by the selection of an independent appraiser acceptable to Buyer and Seller to prepare and provide to Buyer and Seller a valuation of the Assets (but not inconsistently with any values agreed by Schedule 8.1(c)). The final mutually agreed upon or determined Allocation Schedule shall be binding on the parties for Tax purposes, and the parties shall file all income Tax Returns in a manner consistent with such Allocation Schedule. No party or their shareholders or Affiliates shall take any position that is inconsistent with the Allocation Schedule in any audit or other Proceeding relating to Tax; provided, however, that if in any audit of any Tax Return of Buyer or Seller or the shareholders of Seller by a taxing authority, the amount of or allocation of the Total Tax Consideration is finally determined by such taxing authority to be different from the Allocation Schedule, Buyer and Seller may (but shall not be obligated to) take any position or action consistent with the allocation of consideration as finally determined in such audit. In the event that any taxing authority disputes the allocation of the Total Tax Consideration among the Assets as reflected by either Buyer or Seller on their respective Tax Returns, Buyer or Seller, as the case may be, shall promptly notify the other party of the existence and nature of such dispute, and upon the resolution of such dispute, advise the other party of the details of such resolutionapplicable.

Allocation Schedule. The parties acknowledge and agree that by reason of the status of the LLC as an entity disregarded as separate from its owner pursuant to Treasury Regulations Section 301.7701-3(b)(1)(ii), the purchase of the Membership Interests by Buyer from Seller shall be treated as a purchase by Buyer from Seller of all of the assets owned by the LLC (the “Assets”a) as of the Closing Date for purposes of federal income Taxes, and a sale of the Assets by Seller to Buyer. The parties agree that the total consideration deemed received by Seller from Buyer pursuant to this Agreement in exchange for the Assets (the “Total Tax Consideration”), including the Purchase Price, the liabilities of the LLC as of the Closing Date and any other relevant items that are properly includible in determining the amount realized by Seller for federal income Tax purposes in connection with the deemed sale of the Assets resulting from sale of the Membership Interests shall be allocated among the Assets in accordance with Section 1060 of the Code. Schedule 8.1(c) sets forth amounts that the parties agree are the fair market values of specific Assets or groups of Assets as of the Closing Date, or the method by which such fair market values shall be determined after the Closing. Within 60 120 days after the Closing Date, Buyer Purchaser shall prepare and deliver to Seller provide the Sellers with an allocation schedule allocating the Total Tax Consideration among the Assets (the “Allocation Schedule”)) allocating the Purchase Price, any Indebtedness assumed by Purchaser or to which any purchased assets are subject, and any other consideration as required and in accordance with Sections 751 and 1060 of the Code and the Treasury Regulations thereunder. The Such Allocation Schedule shall be based upon their fair market values deemed final unless the Sellers notify Purchaser of any Assets set forth on Schedule 8.1(c), and in the case of any other Assets, upon a determination by Buyer of the fair market values of such Assets. Upon receipt of the Allocation Schedule, Seller shall, for a period of 30 days, have the right to review and comment on disagreement with the Allocation Schedule and Buyer shall make such revisions to within 20 days after the Allocation Schedule as are reasonably requested by Seller and consented to by Buyer, which consent shall not be unreasonably withheldreceipt thereof. In the event of any disagreement between Buyer a disagreement, Purchaser and Seller regarding the Sellers shall cooperate reasonably in attempting to reach a mutual agreement. If the Allocation Schedule, such disagreement shall be resolved by the selection of an independent appraiser acceptable to Buyer and Seller to prepare and provide to Buyer and Seller a valuation of the Assets (but Schedule is not inconsistently with any values agreed by Schedule 8.1(c)). The final mutually agreed upon or determined Allocation Schedule within 20 days, the parties shall submit such dispute to the Accounting Firm for a decision that shall be rendered in a timely manner in order to permit the timely filing of all applicable Tax forms. The Accounting Firm’s review shall be final and binding on the parties except as otherwise required by a “determination” within the meaning of Section 1313(a) of the Code or similar provision of other Tax Law (a “Determination”). The fees and expenses of the Accounting Firm shall be borne 50% by the Sellers (with each Seller being responsible for Tax purposesits Pro Rata Portion of such amount) and 50% by Purchaser. If the allocations set forth on the Allocation Schedule is disputed by any Taxing Authority, the party receiving notice of such dispute shall promptly notify the other party hereto concerning the existence of, material developments regarding, and resolution of such dispute. (b) Purchaser and the parties shall Sellers each agree to file Internal Revenue Service Form 8594, Form 8308 and all income federal, state, local and foreign Tax Returns Returns, as applicable, in a manner consistent with such Allocation Schedule. No party or their shareholders or Affiliates shall take any position that is inconsistent accordance with the Allocation Schedule in any audit or other Proceeding relating to Tax; provided, however, that if in any audit of any Tax Return of Buyer or Seller or the shareholders of Seller by a taxing authority, the amount of or allocation of the Total Tax Consideration is as finally determined by such taxing authority to be different from the Allocation Schedule, Buyer and Seller may (but shall not be obligated to) take any position parties or action consistent with the allocation of consideration as finally determined in such audit. In the event that any taxing authority disputes the allocation of the Total Tax Consideration among the Assets as reflected by either Buyer or Seller on their respective Tax Returns, Buyer or SellerAccounting Firm, as the case may be, except as otherwise required by a Determination. Purchaser and the Sellers shall provide each other promptly notify with any other information required to complete such forms and Tax Returns. Notwithstanding the above, Purchaser and the Sellers acknowledge that, pursuant to Revenue Ruling 99-6, 1999-1 CB 432, or other party authority, the sale of the existence Units contemplated hereunder is, and nature shall be treated by the Sellers as a sale of such disputeCompany Units by the Sellers for federal, state and local income Tax purposes, and upon the resolution of such dispute, advise the other party none of the details of Sellers shall be prevented from taking such resolutionposition on any Tax Returns form or filing.