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

Purchase Price; Allocation of Purchase Price. (a) The purchase price for the Purchased Assets and the Shares (the “Purchase Price”) is $3,000,000,000 (three billion dollars) in cash. The Purchase Price shall be paid as provided in Section 2.09 and shall be subject to adjustment as provided in Sections 2.09 and 2.11. Seller shall be treated as receiving a portion of the Purchase Price as agent for its Affiliates actually selling the Purchased Assets and the Shares consistent with the allocation of the Purchase Price pursuant to the Allocation Statement. (b) As soon as practicable after the Closing, Buyer shall deliver to Seller a statement (the “Allocation Statement”), allocating the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code) among the Purchased Assets and the Shares in accordance with Section 1060 of the Code and the principles and methodology set forth and illustrated in Section 2.08 of the Disclosure Schedule (the “Allocation Methodology”); provided that the parties may agree to amend or adjust such methodology to the extent that the parties mutually determine necessary to properly reflect the fair market value of the Purchased Assets and the Shares. If within 10 days after the delivery of the Allocation Statement Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement because it is inconsistent with the Allocation Methodology, Buyer and Seller shall use their best efforts to revise the allocation specified in the Allocation Statement to the mutual satisfaction of Buyer and Seller within 20 days. In the event that Buyer and Seller are unable to resolve such dispute within 20 days, Buyer and Seller shall jointly retain Deloitte & Touche LLP (the “Accounting Referee”) to resolve the disputed items and the Accounting Referee shall determine an allocation that is most consistent with the Allocation Methodology. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of such Accounting Referee shall be borne equally by Buyer and Seller. If any Taxing Authority or other Governmental Authority requires a third party appraisal of all or part of the Purchased Assets or the Shares, Buyer shall bear the responsibility for obtaining such appraisal and the allocation set forth on the Allocation Statement shall be adjusted to the extent necessary to reflect the results of such appraisal. (c) Seller and Buyer agree to (i) be bound by the Allocation Statement (as it may be adjusted as provided in Section 2.08(b)) and (ii) act in accordance with the allocation established pursuant to Section 2.08(b) in the preparation, filing and audit of any Tax return (including filing Form 8594 with its federal income Tax return for the taxable year that includes the date of the Closing). (d) If an adjustment is made with respect to the Purchase Price pursuant to Section 2.11, the Allocation Statement shall be adjusted by mutual agreement of the parties in accordance with Section 1060 of the Code and the Allocation Methodology. In the event that an agreement is not reached within 20 days after the determination of Final Working Capital, any disputed items shall be resolved in the manner described in Section 2.08(b). Buyer and Seller agree to file any additional information return required to be filed pursuant to Section 1060 of the Code and to treat the Allocation Statement as adjusted in the manner described in Section 2.08(b). (e) Not later than 30 days prior to the filing of their respective Forms 8594 relating to this transaction, each party shall deliver to the other party a copy of its Form 8594.

Purchase Price; Allocation of Purchase Price. (a) The purchase price for the Purchased Assets and the Shares shall be $30,000,000 (the “Purchase Price”). (b) is $3,000,000,000 Within forty-five (three billion dollars45) in cash. The Purchase Price shall be paid as provided in Section 2.09 and shall be subject to adjustment as provided in Sections 2.09 and 2.11. days after the Closing, Seller shall be treated as receiving a portion of the Purchase Price as agent for its Affiliates actually selling the Purchased Assets and the Shares consistent with the provide an allocation of the Purchase Price pursuant to (and any liabilities the Allocation Statement. (b) As soon Purchaser is treated as practicable after the Closing, Buyer shall deliver to Seller a statement (the “Allocation Statement”), allocating the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Codeassuming) among the Purchased Assets and as of the Shares Closing in accordance with Section 1060 of the Code and the principles and methodology set forth and illustrated in Section 2.08 of the Disclosure Schedule (the “Allocation MethodologyDraft Allocation”); provided that the parties may agree to amend or adjust , and shall deliver such methodology Draft Allocation to the extent Purchaser. Purchaser may notify Seller in writing that Purchaser objects to one or more items reflected in the parties mutually determine necessary to properly reflect the fair market value of the Purchased Assets and the Shares. If Draft Allocation within 10 ten (10) days after the delivery of the Draft Allocation Statement Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement because it is inconsistent with the Allocation Methodology, Buyer and Seller shall use their best efforts to revise the allocation specified in the Allocation Statement to the mutual satisfaction of Buyer and Seller within 20 daysPurchaser. In the event that Buyer of any such objection, Seller and Seller are unable Purchaser shall negotiate in good faith to resolve such dispute within 20 daysdispute. If Purchaser does not provide notice of any objection, Buyer or if Seller and Seller shall jointly retain Deloitte & Touche LLP Purchaser are able to agree on a revision of the Draft Allocation, the resulting allocation (the “Accounting RefereeAgreed Allocation”) to resolve the disputed items and the Accounting Referee shall determine an allocation that is most consistent with the Allocation Methodology. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolutiondeemed final. The costs, fees and expenses of such Accounting Referee shall be borne equally by Buyer and Seller. If any Taxing Authority or other Governmental Authority requires a third party appraisal of all or part of the Purchased Assets or the Shares, Buyer shall bear the responsibility for obtaining such appraisal and the allocation set forth on the Allocation Statement shall be adjusted to the extent necessary to reflect the results of such appraisal. (c) Seller and Buyer agree to (i) be bound by the Allocation Statement (as it may be adjusted as provided in Section 2.08(b)) and (ii) act in accordance with the allocation established pursuant to Section 2.08(b) in the preparation, filing and audit of any Tax return (including filing Form 8594 with its federal income Tax return for the taxable year that includes the date of the Closing). (d) If an adjustment is made with respect Any subsequent adjustments to the Purchase Price pursuant to Section 2.11, (including the Allocation Statement Assumed Liabilities) shall be adjusted reflected in the Agreed Allocation by mutual agreement of the parties Parties in accordance a manner consistent with the Agreed Allocation and Section 1060 of the Code Code. If Seller and the Allocation Methodology. In the event that Purchaser are unable to agree on an agreement is not reached allocation within 20 twenty (20) days after Purchaser’s objection, the Parties will submit any disputed items to an independent Tax accounting expert mutually agreeable to Purchasers and Seller (bearing the cost of such expert equally between Purchasers on the one hand, and Seller on the other hand), and the determination of Final Working Capital, any disputed items such expert shall be resolved in the manner described in binding on Purchasers and Seller, and such allocation shall constitute an Agreed Allocation for purposes of this Section 2.08(b2.04(b). Buyer Seller and Seller Purchaser undertake and agree to timely file any additional information return that may be required to be filed pursuant to Section 1060 of the Code and to treat shall use the Agreed Allocation Statement in connection with the preparation of IRS Form 8594 as adjusted in the manner described in Section 2.08(b). (e) Not later than 30 days prior such form relates to the filing transactions contemplated by this Agreement. Each of their respective Forms 8594 relating Seller and Purchaser agree to this transaction, each party shall deliver to cooperate with the other party in preparing IRS Form 8594, and to furnish the other with a copy of such Form prepared in draft form within a reasonable period before its Form 8594filing due date. For all Tax purposes, Purchaser and Seller agree that neither of them will take, nor will either permit its Affiliates to take, any position inconsistent with the Agreed Allocation in any Tax Return, in any refund claim, in any litigation, or otherwise. In the event that the Agreed Allocation is disputed by any Governmental Authority having jurisdiction over the assessment, determination, collection, or other imposition of any Taxes, the Party receiving notice of the dispute shall promptly notify the other Party, and Seller and Purchaser agree to use their commercially reasonable efforts to defend such Agreed Allocation in any audit or similar proceeding.

Purchase Price; Allocation of Purchase Price. (a) The purchase price for the Purchased Assets and the Shares (the “Purchase Price”) is $3,000,000,000 (three billion dollarsshall be the Estimated Purchase Price, as set forth in Annex 1 of Exhibit A and as adjusted in accordance with Section 2.01(b) in cashof the Restructuring Agreement. The Purchase Price shall be paid as provided in Section 2.09 and shall be subject by Novo Nordisk Delivery Technologies, Inc. to adjustment as provided in Sections 2.09 and 2.11. Seller shall be treated as receiving a portion of Aradigm on the Purchase Price as agent for its Affiliates actually selling the Purchased Assets and the Shares consistent with the allocation of the Purchase Price pursuant to the Allocation Statementdate hereof. (ba) As soon as practicable after the Closing, Buyer Novo Nordisk Delivery Technologies, Inc. shall deliver to Seller Aradigm a statement (the “Allocation Statement”), allocating the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code) among the Purchased Assets and the Shares in accordance with Section 1060 of the Code and the principles and methodology set forth and illustrated in Section 2.08 of the Disclosure Schedule (the “Allocation Methodology”); provided that the parties may agree to amend or adjust such methodology to the extent that the parties mutually determine necessary to properly reflect the fair market value of the Purchased Assets and the SharesCode. If within 10 30 days after the delivery of the Allocation Statement Seller Aradigm notifies Buyer Novo Nordisk Delivery Technologies, Inc. in writing that Seller Aradigm objects to the allocation set forth in the Allocation Statement because it is inconsistent with the Allocation MethodologyStatement, Buyer Novo Nordisk Delivery Technologies, Inc. and Seller Aradigm shall use their best commercially reasonable efforts to revise the allocation specified in the Allocation Statement to the mutual satisfaction of Buyer and Seller resolve such dispute within 20 twenty (20) days. In the event that Buyer Novo Nordisk Delivery Technologies, Inc. and Seller Aradigm are unable to resolve such dispute within 20 twenty (20) days, Buyer Novo Nordisk Delivery Technologies, Inc. and Seller Aradigm shall jointly retain Deloitte & Touche LLP a nationally recognized accounting firm (the “Accounting Referee”) to resolve the disputed items and the Accounting Referee shall determine an allocation that is most consistent with the Allocation Methodologyitems. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of such the Accounting Referee shall be borne equally by Buyer Novo Nordisk Delivery Technologies, Inc. and Seller. If any Taxing Authority or other Governmental Authority requires a third party appraisal of all or part of the Purchased Assets or the Shares, Buyer shall bear the responsibility for obtaining such appraisal and the allocation set forth on the Allocation Statement shall be adjusted to the extent necessary to reflect the results of such appraisalAradigm. (cb) Seller Each of Aradigm and Buyer agree Novo Nordisk Delivery Technologies, Inc. agrees to (i) be bound by the Allocation Statement (as it may be adjusted as provided in Section 2.08(b)) and (ii) act in accordance with the allocation established pursuant to Section 2.08(b) Allocation Statement in the preparation, filing and audit of any Tax return (including filing Form 8594 with its federal income Tax return for the taxable year that includes the date of the Closing). (d) If an adjustment is made with respect to the Purchase Price pursuant to Section 2.11, the Allocation Statement shall be adjusted by mutual agreement of the parties in accordance with Section 1060 of the Code and the Allocation Methodology. In the event that an agreement is not reached within 20 days after the determination of Final Working Capital, any disputed items shall be resolved in the manner described in Section 2.08(b). Buyer and Seller agree to file any additional information return required to be filed pursuant to Section 1060 of the Code and to treat the Allocation Statement as adjusted in the manner described in Section 2.08(b). (ec) Not later than 30 thirty (30) days prior to the filing of their respective Forms 8594 relating to the transactions contemplated by this transactionAgreement, each party hereto shall deliver to the other party a copy of its Form 8594.

Purchase Price; Allocation of Purchase Price. (a) The Subject to the adjustments set forth in Section 2.07, the purchase price for the Purchased Assets and shall be $80 million (such amount less the Shares (Employee Amounts, the “Purchase Price”) is $3,000,000,000 (three billion dollars) in cash). The Purchase Price Purchaser shall be paid as provided in Section 2.09 and shall be subject to adjustment as provided in Sections 2.09 and 2.11. Seller shall be treated as receiving a portion of deduct $250,000 from the Purchase Price as agent for its Affiliates actually selling the Purchased Assets and the Shares consistent with the allocation in respect of the Purchase Price pursuant commercial activities Tax and sales and use Taxes of the State of Ohio and such amount shall be remitted by the Purchaser to the Allocation Statementappropriate Governmental Authority on a timely basis or at the request of the Seller, if permitted by applicable Law, paid over by the Purchaser to the Seller upon delivery by the Seller to the Purchaser of an official receipt, certification or other statement from the Governmental Authority that such Taxes have been paid to the Governmental Authority on a timely basis or that no such Taxes are due. (b) As soon as practicable after the Closing, Buyer shall deliver to Seller a statement (the “Allocation Statement”), allocating The sum of the Purchase Price (plus and the Assumed Liabilities, to Liabilities and any other consideration payable by the extent properly taken into account under Section 1060 of the Code) Purchaser hereunder shall be allocated among the Purchased Assets and as of the Shares Closing in accordance with Section 1060 of the Code and the principles Regulations thereunder (the “Allocation”). Within 30 Business Days after the finalization of any Purchase Price adjustment pursuant to Section 2.07 but in any event, no later than 90 calendar days after the Closing Date, the Purchaser shall provide the Seller with a proposed Allocation for the Seller’s review and methodology set forth and illustrated comment. If the Seller does not provide any comments to the Purchaser in Section 2.08 writing within 45 Business Days following delivery by the Purchaser of the Disclosure Schedule proposed Allocation, then the Allocation proposed by the Purchaser shall be deemed to be final and binding absent manifest error. If, however the Seller submits comments to the Purchaser within such 45-Business Day period, the Purchaser and the Seller shall negotiate in good faith to resolve any differences within 30 Business Days. If the Seller and the Purchaser are unable to reach a resolution within such 30-Business Day period, then all remaining disputed items shall be submitted for resolution by an internationally recognized, independent accounting firm mutually selected by the Purchaser and the Seller (the “Allocation MethodologyAccounting Firm”); provided that the parties may agree to amend or adjust such methodology , which shall make a final determination as to the extent that disputed items within 30 Business Days after such submission, and such determination shall be final, binding and conclusive on the parties mutually determine necessary to properly reflect the fair market value of the Purchased Assets Seller and the SharesPurchaser absent manifest error. If within 10 days after the delivery The fees and disbursements of the Allocation Statement Accounting Firm shall be shared equally between the Seller notifies Buyer in writing that Seller objects and the Purchaser. Any subsequent adjustments to the allocation set forth sum of the Purchase Price and Assumed Liabilities and any other consideration payable by the Purchaser hereunder shall be reflected in the Allocation Statement because it is inconsistent with the Allocation Methodology, Buyer and Seller shall use their best efforts to revise the allocation specified in the Allocation Statement to the mutual satisfaction of Buyer and Seller within 20 days. In the event that Buyer and Seller are unable to resolve such dispute within 20 days, Buyer and Seller shall jointly retain Deloitte & Touche LLP (the “Accounting Referee”) to resolve the disputed items and the Accounting Referee shall determine an allocation that is most a manner consistent with the Allocation Methodology. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of such Accounting Referee shall be borne equally by Buyer and Seller. If any Taxing Authority or other Governmental Authority requires a third party appraisal of all or part of the Purchased Assets or the Shares, Buyer shall bear the responsibility for obtaining such appraisal and the allocation set forth on the Allocation Statement shall be adjusted to the extent necessary to reflect the results of such appraisal. (c) Seller and Buyer agree to (i) be bound by the Allocation Statement (as it may be adjusted as provided in Section 2.08(b)) and (ii) act in accordance with the allocation established pursuant to Section 2.08(b) in the preparation, filing and audit of any Tax return (including filing Form 8594 with its federal income Tax return for the taxable year that includes the date of the Closing). (d) If an adjustment is made with respect to the Purchase Price pursuant to Section 2.11, the Allocation Statement shall be adjusted by mutual agreement of the parties in accordance with Section 1060 of the Code and the Allocation MethodologyRegulations thereunder. In For all Tax purposes, each of the Purchaser, Parent and the Seller agree that the transactions contemplated in this Agreement shall be reported in a manner consistent with the terms of this Agreement, including the Allocation, and that none of them will take any position inconsistent therewith in any Tax Return, in any refund claim, in any litigation, or otherwise. Each of Parent, and the Seller, on the one hand, and the Purchaser, on the other hand, agrees to cooperate with the other in preparing IRS Form(s) 8594, and to furnish the other with a copy of such Form(s) prepared in draft form within a reasonable period before its filing due date, but in any event that an agreement is not reached within 20 no later than 120 calendar days after the determination of Final Working Capital, any disputed items shall be resolved in the manner described in Section 2.08(b). Buyer and Seller agree to file any additional information return required to be filed pursuant to Section 1060 of the Code and to treat the Allocation Statement as adjusted in the manner described in Section 2.08(b)Closing Date. (e) Not later than 30 days prior to the filing of their respective Forms 8594 relating to this transaction, each party shall deliver to the other party a copy of its Form 8594.

Purchase Price; Allocation of Purchase Price. (a) The purchase price for the Purchased Assets and the Shares (the “Purchase Price”) is shall be nine million three hundred and fifty thousand dollars ($3,000,000,000 9,350,000) (three billion dollars“Cash Purchase Price”) in cashand the assumption of the Assumed Liabilities. The Cash Purchase Price shall be paid as provided in Section 2.09 follows: (i) eight million four hundred and fifteen thousand dollars ($8,415,000) upon Closing; and (ii) nine hundred and thirty-five thousand ($935,000) (“Escrow Amount”) shall be subject paid to adjustment as provided the Escrow Agent on Closing and held in Sections 2.09 and 2.11. Seller shall be treated as receiving a portion of the Purchase Price as agent for its Affiliates actually selling the Purchased Assets and the Shares consistent escrow in accordance with the allocation of the Purchase Price pursuant to the Allocation StatementEscrow Agreement. (b) As soon as practicable after the Closing, Buyer shall deliver to Seller a statement (the “Allocation Statement”), allocating the Purchase Price (plus less those Assumed Liabilities, Liabilities not required to the extent properly be taken into account under Section 1060 of the Code) among the Purchased Assets and the Shares in accordance with Section 1060 of the Code and the principles and methodology set forth and illustrated in Section 2.08 of the Disclosure Schedule (the “Allocation Methodology”); provided that the parties may agree to amend or adjust such methodology to the extent that the parties mutually determine necessary to properly reflect the fair market value of the Purchased Assets and the SharesCode. If within 10 ten days after the delivery of the Allocation Statement Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement because it is inconsistent with the Allocation MethodologyStatement, Buyer and Seller shall use their best commercially reasonable efforts to revise the allocation specified in the Allocation Statement to the mutual satisfaction of Buyer and Seller resolve such dispute within 20 twenty days. In the event that Buyer and Seller are unable to resolve such dispute within 20 twenty days, Buyer and Seller shall jointly retain Deloitte & Touche LLP a nationally recognized accounting firm (the “Accounting Referee”) to resolve the disputed items and the Accounting Referee shall determine an allocation that is most consistent with the Allocation Methodologyitems. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of such the Accounting Referee shall be borne equally by Buyer and Seller. If any Taxing Authority or other Governmental Authority requires a third party appraisal of all or part of the Purchased Assets or the Shares, Buyer shall bear the responsibility for obtaining such appraisal and the allocation set forth on the Allocation Statement shall be adjusted to the extent necessary to reflect the results of such appraisal. (c) Seller and Buyer agree to (i) be bound by the Allocation Statement (as it may be adjusted as provided in Section 2.08(b)) and (ii) act in accordance with the allocation established pursuant to Section 2.08(b) Allocation Statement in the preparation, filing and audit of any Tax return (including filing Form 8594 with its federal income Tax return for the taxable year that includes the date of the Closing). (d) If an adjustment is made with respect to the Purchase Price pursuant to Section 2.11, the Allocation Statement shall be adjusted by mutual agreement of the parties in accordance with Section 1060 of the Code and the Allocation Methodology. In the event that an agreement is not reached within 20 days after the determination of Final Working Capital, any disputed items shall be resolved in the manner described in Section 2.08(b). Buyer and Seller agree to file any additional information return required to be filed pursuant to Section 1060 of the Code and to treat the Allocation Statement as adjusted in the manner described in Section 2.08(b). (e) Not later than 30 days prior to the filing of their respective Forms 8594 relating to this transaction, each party shall deliver to the other party a copy of its Form 8594.

Purchase Price; Allocation of Purchase Price. (a) The base purchase price for the Purchased Assets and the Shares (the “Base Purchase Price”) is $3,000,000,000 (three billion dollars) 1,480,000,000 in cash. The Base Purchase Price shall be paid as provided in Section 2.09 2.07 and shall be subject to adjustment as provided in Sections Section 2.09 and 2.11. Seller shall be treated (such adjusted amount referred to herein as receiving a portion of the “Final Purchase Price as agent for its Affiliates actually selling the Purchased Assets and the Shares consistent with the allocation of the Purchase Price pursuant to the Allocation StatementPrice”). (b) As soon as practicable after the Closingdate hereof, Buyer Seller shall deliver to Seller Buyer a statement (the “Allocation Statement”), ) allocating the Base Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code) among the Purchased Assets and the Shares Seller (or applicable Subsidiary of Seller, as the case may be) and Buyer (or applicable Subsidiary of Buyer, as the case may be) in accordance with Section 1060 of the Internal Revenue Code and the principles and methodology set forth and illustrated in Section 2.08 of the Disclosure Schedule 1986, as amended (the “Allocation MethodologyCode”); provided that the parties may agree to amend or adjust such methodology to the extent that the parties mutually determine necessary to properly reflect the fair market value of the Purchased Assets ) and the Sharesapplicable local law. If within 10 sixty (60) days after the delivery of the Allocation Statement Statement, Buyer notifies Seller notifies Buyer in writing that Seller Buyer objects to the allocation set forth in the Allocation Statement because it is inconsistent with the Allocation MethodologyStatement, Buyer and Seller shall use their best commercially reasonable efforts to revise the allocation specified in the Allocation Statement to the mutual satisfaction of Buyer and Seller resolve such dispute within 20 thirty (30) days. In the event that If Buyer and Seller are unable to resolve such dispute within 20 thirty (30) days, Buyer and Seller shall jointly retain Deloitte & Touche LLP an Accounting Referee (the “Accounting Referee”as defined in Section 2.08(c)) to resolve the disputed items and the Accounting Referee shall determine an allocation that is most consistent with the Allocation Methodologyitems. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of such the Accounting Referee shall be borne equally by Buyer and Seller. If any Taxing Authority or other Governmental Authority requires a third party appraisal of all or part of the Purchased Assets or the Shares, Buyer shall bear the responsibility for obtaining such appraisal and the allocation set forth on the Allocation Statement shall be adjusted to the extent necessary to reflect the results of such appraisal. (c) Seller and Buyer agree to (i) be bound by the Allocation Statement (as it may be adjusted as provided in Section 2.08(b)) and (ii) act in accordance with the allocation established pursuant to Section 2.08(b) in the preparation, filing and audit of any Tax return (including filing Form 8594 with its federal income Tax return for the taxable year that includes the date of the Closing). (d) If an adjustment is made with respect to the Base Purchase Price pursuant to Section 2.112.09, the Allocation Statement shall be adjusted by mutual agreement of the parties in accordance with Section 1060 of the Code and the Allocation Methodologyas mutually agreed by Buyer and Seller. In the event that an If mutual agreement is not reached within 20 thirty (30) days after the determination of Final Working CapitalInventory Amount is determined, any disputed items shall be resolved in the manner described in Section 2.08(b2.06(b). Buyer and Seller agree to file any additional information return required to be filed pursuant to Section 1060 of the Code and applicable local law and to treat the Allocation Statement as adjusted in the manner described in Section 2.08(b)to reflect such resolution. (ed) Not later than 30 Neither Buyer nor Seller, nor any of their respective Affiliates, shall take any position for Tax purposes (including the filing of Forms 8594 with its federal income tax return for the taxable year that includes the Closing Date) that is inconsistent with the allocation of the Final Purchase Price and Assumed Liabilities unless required to do so by Section 1060 of the Code or other applicable local law. The Seller will provide any information returns required by Section 1060 of the Code and any similar state statute at least sixty (60) days prior to filing such returns. The provisions of Sections 2.06(b), (c), and (d) shall survive the filing Closing. The Federal Employer Identification Number of their respective Forms 8594 relating each party to this transactionAgreement is as follows: Kraft Foods Global, each party shall deliver to the other party a copy of its Form 8594Inc. (▇▇-▇▇▇▇▇▇▇) and Wm. Wrigley Jr. Company (▇▇-▇▇▇▇▇▇▇).

Purchase Price; Allocation of Purchase Price. (a) The purchase price for the Purchased Assets and the Shares (the “Purchase Price”) is $3,000,000,000 30,000,000 plus the Final Closing Adjustment (three billion dollarsthe “Cash Consideration”) in cashand 1,437,500 shares of Parent Common Stock (the “Stock Consideration”). The Purchase Price shall be paid as provided in Section 2.09 ‎Section 2.06 and shall be subject to adjustment as provided in Sections 2.09 and 2.11. Seller shall be treated as receiving a portion of the Purchase Price as agent for its Affiliates actually selling the Purchased Assets and the Shares consistent with the allocation of the Purchase Price pursuant to the Allocation Statement‎Section 2.08. (ba) As soon promptly as practicable after the Closing, Buyer shall deliver to Seller a statement (the “Allocation Statement”), allocating the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code) among the Purchased Assets and the Shares in accordance with Section 1060 of the Code and the principles and methodology set forth and illustrated in Section 2.08 of the Disclosure Schedule (the “Allocation Methodology”); provided that the parties may agree to amend or adjust such methodology to the extent that the parties mutually determine necessary to properly reflect the fair market value of the Purchased Assets and the SharesCode. If within 10 20 days after the delivery of the Allocation Statement Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement because it is inconsistent with the Allocation MethodologyStatement, Buyer and Seller shall use their best commercially reasonable efforts to revise resolve such dispute within 20 days. If within 20 days after the delivery of the Allocation Statement, Seller notifies Buyer in writing that Seller objects to the allocation specified set forth in the Allocation Statement to the mutual satisfaction of Statement, Buyer and Seller shall use commercially reasonable efforts to resolve such dispute within 20 days. In the event that Buyer and Seller are unable to resolve such dispute within 20 days, Buyer and Seller shall jointly retain Deloitte & Touche LLP a nationally recognized accounting firm mutually agreeable to Buyer and Seller who is independent of Buyer and Seller and their Affiliates (the any such firm, an “Accounting Referee”) to resolve the disputed items and the Accounting Referee shall determine an allocation that is most consistent with the Allocation Methodologyitems. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of such the Accounting Referee shall be borne equally by Buyer and Seller. If any Taxing Authority or other Governmental Authority requires a third party appraisal of all or part of the Purchased Assets or the Shares, Buyer shall bear the responsibility for obtaining such appraisal and the allocation set forth on the Allocation Statement shall be adjusted to the extent necessary to reflect the results of such appraisal. (cb) Seller and Buyer agree to (i) be bound for U.S. federal income Tax purposes by the Allocation Statement (as it may be adjusted as provided in Section 2.08(b)) and (ii) act in accordance with the allocation established pursuant to Section 2.08(b) Allocation Statement in the preparation, filing and audit of any Tax return Return (including filing Form 8594 with its federal income Tax return Return for the taxable year that includes the date of the Closing). (dc) If an adjustment is made with respect to the Purchase Price pursuant to Section 2.11‎Section 2.08, the Allocation Statement shall be adjusted by mutual agreement of the parties in accordance with Section 1060 of the Code and the Allocation Methodology. In the event that an agreement is not reached within 20 days after the determination of Final Working Capital, any disputed items shall be resolved in the manner described in Section 2.08(b). Buyer and Seller agree to file any additional information return required to be filed pursuant to Section 1060 of the Code and to treat the Allocation Statement as adjusted in the manner described in Section 2.08(b). (e) Not later than 30 days prior to the filing of their respective Forms 8594 relating to this transaction, each party shall deliver to the other party a copy of its Form 8594.with

Purchase Price; Allocation of Purchase Price. (a) The Subject to the adjustments set forth in Section 2.07, the purchase price for the Purchased Assets and the Shares shall be $225,715,316 (the “Purchase Price”) is $3,000,000,000 (three billion dollars) in cash). The Purchase Price Purchaser shall be paid as provided in Section 2.09 and shall be subject to adjustment as provided in Sections 2.09 and 2.11. Seller shall be treated as receiving a portion of deduct from the Purchase Price as agent for its Affiliates actually selling (including any amounts payable under Section 2.07) any amounts required to be withheld and deducted under the Purchased Assets and Code or other applicable Tax Law. Any amounts so deducted shall be remitted by the Shares consistent with the allocation of the Purchase Price pursuant Purchaser to the Allocation Statementappropriate Governmental Authority on a timely basis. (b) As soon as practicable Within 90 Business Days after the Closing, Buyer the Purchaser shall deliver to provide the Seller with a statement (proposed allocation of the “Allocation Statement”), allocating sum of the Purchase Price (plus and the Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code) Liabilities among the Purchased Assets for their review and comment (the Shares “Allocation”); provided that the Allocation shall be in accordance with Section 1060 of the Code and the principles and methodology set forth and illustrated Regulations thereunder. If the Seller does not provide any comments to the Purchaser in Section 2.08 writing within 30 Business Days following delivery by the Purchaser of the Disclosure Schedule (proposed Allocation, then the “Allocation Methodology”); provided proposed by the Purchaser shall be deemed to be final and binding absent manifest error. If, however, the Seller submits comments to the Purchaser within such 30 Business Day period, the Purchaser and Seller shall negotiate in good faith to resolve any differences within 30 Business Days. If the Seller and the Purchaser are unable to reach a resolution within such 30 Business Day period, then all remaining disputed items shall be submitted for resolution to the Independent Accounting Firm, which shall make a final determination as to the disputed items within 30 Business Days after such submission, and such determination shall be final, binding and conclusive on the parties hereto. The fees and disbursements of the Independent Accounting Firm arising under this Section 2.03(b) shall be allocated between the Seller and the Purchaser in the same proportion that the parties may agree to amend or adjust aggregate amount of such methodology remaining disputed items so submitted to the extent Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the parties mutually determine necessary Independent Accounting Firm) bears to properly reflect the fair market value total amount of such remaining disputed items so submitted. Any subsequent adjustments to the sum of the Purchased Assets Purchase Price and the Shares. If within 10 days after the delivery of the Allocation Statement Seller notifies Buyer in writing that Seller objects to the allocation set forth Assumed Liabilities shall be reflected in the Allocation Statement because it is inconsistent with the Allocation Methodology, Buyer and Seller shall use their best efforts to revise the allocation specified in the Allocation Statement to the mutual satisfaction of Buyer and Seller within 20 days. In the event that Buyer and Seller are unable to resolve such dispute within 20 days, Buyer and Seller shall jointly retain Deloitte & Touche LLP (the “Accounting Referee”) to resolve the disputed items and the Accounting Referee shall determine an allocation that is most a manner consistent with the Allocation Methodology. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of such Accounting Referee shall be borne equally by Buyer and Seller. If any Taxing Authority or other Governmental Authority requires a third party appraisal of all or part of the Purchased Assets or the Shares, Buyer shall bear the responsibility for obtaining such appraisal and the allocation set forth on the Allocation Statement shall be adjusted to the extent necessary to reflect the results of such appraisal. (c) Seller and Buyer agree to (i) be bound by the Allocation Statement (as it may be adjusted as provided in Section 2.08(b)) and (ii) act in accordance with the allocation established pursuant to Section 2.08(b) in the preparation, filing and audit of any Tax return (including filing Form 8594 with its federal income Tax return for the taxable year that includes the date of the Closing). (d) If an adjustment is made with respect to the Purchase Price pursuant to Section 2.11, the Allocation Statement shall be adjusted by mutual agreement of the parties in accordance with Section 1060 of the Code and the Allocation MethodologyRegulations thereunder. In For all Tax purposes, the event Purchaser and the Seller agree that an agreement is not reached within 20 days after the determination of Final Working Capital, any disputed items transactions contemplated in this Agreement shall be resolved reported in a manner consistent with the manner described terms of this Agreement, including the Allocation, and that none of them will take any position inconsistent therewith in Section 2.08(bany Tax Return, in any refund claim, in any litigation, or otherwise (and the Seller shall cause its Affiliates to comply with the foregoing). Buyer The Seller and Seller the Purchaser agree to file any additional information return required to be filed pursuant to Section 1060 of cooperate with the Code other in preparing IRS Form 8594, and to treat the Allocation Statement as adjusted in the manner described in Section 2.08(b). (e) Not later than 30 days prior to the filing of their respective Forms 8594 relating to this transaction, each party shall deliver to furnish the other party with a copy of such Form prepared in draft form within a reasonable period before its Form 8594filing due date.

Purchase Price; Allocation of Purchase Price. (a) The purchase price for At the Purchased Assets Closing, Purchaser shall pay to Seller a cash amount equal to U.S.$956,099,550 plus the aggregate cash amount received after the date hereof by Seller in connection with the exercise of Seller Stock Options and Seller Restricted Shares, minus any taxes withheld pursuant to Section 2.03(c), minus the aggregate cash amount paid after the date hereof by Seller to redeem or repurchase any Seller Shares, Seller Restricted Shares or Seller Stock Options or in respect of any dividend or distribution on Seller Shares declared after the date hereof (the “Purchase Price”"PURCHASE PRICE") is $3,000,000,000 (three billion dollars) in cash. The Purchase Price shall be paid plus the Transfer Taxes payable by Seller or any of its Affiliates as provided in Section 2.09 and shall be subject to adjustment as provided in Sections 2.09 and 2.11. Seller shall be treated as receiving a portion result of the Purchase Price as agent for its Affiliates actually selling the Purchased Assets and the Shares consistent with the allocation consummation of the Purchase Price pursuant transactions contemplated by this Agreement, in immediately available funds to one or more bank accounts designated by Seller no later than two (2) Business Days before the Allocation StatementClosing. (b) As soon as practicable after Seller and Purchaser shall jointly prepare an allocation of the Closing, Buyer shall deliver to Seller a statement (the “Allocation Statement”), allocating sum of the Purchase Price (plus and the Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code) Liabilities among the Purchased Assets and the Shares in accordance with Section 1060 of the Code Business and the principles and methodology set forth and illustrated statutory jurisdictions in Section 2.08 of which the Disclosure Schedule (the “Allocation Methodology”); provided that the parties may agree Assets reside in a schedule to amend be completed on or adjust such methodology prior to the extent that the parties mutually determine necessary to properly reflect the fair market value Closing Date. Each of the Purchased Assets and the Shares. If within 10 days after the delivery of the Allocation Statement Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement because it is inconsistent with the Allocation Methodology, Buyer Purchaser and Seller shall use their best efforts to revise report the allocation specified income and other tax consequences of the transactions contemplated by this Agreement in a manner consistent with such allocation. Except as otherwise required by applicable Law, neither Purchaser nor Seller shall take a position inconsistent with such allocations on any Tax Return or similar filing. Each of Seller and Purchaser shall reasonably cooperate with the Allocation Statement other in preparing for filing any statements required by any Governmental Authority charged with the collection of any income Tax, including Dutch Corporate Income and other Tax forms and filings related to the mutual satisfaction of Buyer transactions contemplated by this Agreement, a reasonable period before its filing due date. If Seller and Seller Purchaser cannot agree on a joint allocation within 20 days. In 30 Business Days following the event that Buyer and Seller are unable to resolve such dispute within 20 daysClosing Date, Buyer Purchaser and Seller shall jointly retain Deloitte & Touche LLP (refer the “Accounting Referee”) matter for resolution to resolve the disputed items and the Accounting Referee shall determine an allocation that is most consistent with the Allocation Methodology. Upon resolution of the disputed itemsindependent accountants, the allocation reflected on the Allocation Statement decision of which shall be adjusted to reflect such resolutionbinding on Seller and Purchaser. The costs, fees and expenses of such Accounting Referee the independent accountants shall be borne by (1) Seller if the net resolution of the disputed items favors Purchaser, (2) Purchaser if the net resolution of the disputed items favor Seller, and (3) otherwise equally by Buyer Purchaser and Seller. If any Taxing Authority or other Governmental Authority requires a third party appraisal of all or part of the Purchased Assets or the Shares, Buyer shall bear the responsibility for obtaining such appraisal and the allocation set forth on the Allocation Statement shall be adjusted to the extent necessary to reflect the results of such appraisal. (c) Seller The Purchaser shall withhold and Buyer agree pay to (i) the applicable Taxing authority any income or capital gains withholding taxes required to be bound by the Allocation Statement (as it may be adjusted as provided in Section 2.08(b)) and (ii) act in accordance with the allocation established pursuant to Section 2.08(b) in the preparation, filing and audit of any Tax return (including filing Form 8594 with its federal income Tax return for the taxable year that includes the date of the Closing). (d) If an adjustment is made withheld on Purchase Price payments with respect to the Purchase Price pursuant to Section 2.11, transactions contemplated by the Allocation Statement shall be adjusted by mutual agreement of the parties in accordance with Section 1060 of the Code and the Allocation Methodology. In the event that an agreement is not reached within 20 days after the determination of Final Working Capital, any disputed items shall be resolved in the manner described in Section 2.08(b). Buyer and Seller agree to file any additional information return required to be filed pursuant to Section 1060 of the Code and to treat the Allocation Statement as adjusted in the manner described in Section 2.08(b)Agreement. (e) Not later than 30 days prior to the filing of their respective Forms 8594 relating to this transaction, each party shall deliver to the other party a copy of its Form 8594.

Purchase Price; Allocation of Purchase Price. (a) The purchase price consideration for and in respect of the Purchased Assets and the Shares assumption of the Assumed Liabilities is * (collectively, the “Purchase Price”), *. (b) is $3,000,000,000 (three billion dollars) in cash. The Purchase Price shall be paid as provided in Section 2.09 and shall be subject to adjustment as provided in Sections 2.09 and 2.11. Seller shall be treated as receiving a portion of the Purchase Price as agent for its Affiliates actually selling allocated among the Purchased Assets and the Shares consistent with the allocation covenants provided for in Sections 5.05 and 7.03 for purposes of Section 1060 of the Purchase Price pursuant to the Allocation Statement. (b) Code and other applicable Tax purposes. As soon as practicable after the Closing, Buyer shall deliver to Seller a statement (the “Allocation Statement”), allocating ) that sets forth a determination of the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under Section 1060 and an allocation of the Code) Purchase Price among the Purchased Assets and the Shares in accordance with Section 1060 of the Code and the principles and methodology set forth and illustrated in Section 2.08 of the Disclosure Schedule (the “Allocation Methodology”); provided that the parties may agree to amend or adjust such methodology to the extent that the parties mutually determine necessary to properly reflect the fair market value of the Purchased Assets and the SharesAssets. If within 10 days after the delivery of the Allocation Statement Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement because it is inconsistent with the Allocation MethodologyStatement, Buyer and Seller shall use their best commercially reasonable efforts to revise the allocation specified in the Allocation Statement to the mutual satisfaction of Buyer and Seller resolve such dispute within 20 days. In the event that Buyer and Seller are unable to resolve such dispute within 20 days, Buyer and Seller shall jointly retain Deloitte & Touche LLP a nationally recognized accounting firm (the “Accounting Referee”) to resolve the disputed items and the Accounting Referee shall determine an allocation that is most consistent with the Allocation Methodologyitems. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of such the Accounting Referee shall be borne equally by Buyer and Seller. If any Taxing Authority or other Governmental Authority requires a third party appraisal of all or part of the Purchased Assets or the Shares, Buyer shall bear the responsibility for obtaining such appraisal and the allocation set forth on the Allocation Statement shall be adjusted to the extent necessary to reflect the results of such appraisal. (c) Seller and Buyer agree to (i) be bound by the Allocation Statement (as it may be adjusted as provided in Section 2.08(b)) and (ii) act in accordance with the allocation established pursuant to Section 2.08(b) in the preparation, filing and audit of any Tax return (including filing Form 8594 with its federal income Tax return for the taxable year that includes the date of the Closing). (d) If an adjustment is made with respect to the Purchase Price pursuant to Section 2.1110.06, the Allocation Statement shall be adjusted by mutual agreement of the parties in accordance with Section 1060 of the Code and as mutually agreed by Buyer and Seller. Seller shall timely and properly prepare, execute, file and deliver all documents, forms and other information as Buyer may reasonably request to prepare the Allocation Methodology. In the event that an agreement is not reached within 20 days after the determination of Final Working Capital, any disputed items shall be resolved in the manner described in Section 2.08(b). Buyer and Seller agree to file any additional information return required to be filed pursuant to Section 1060 of the Code and to treat the Allocation Statement as adjusted in the manner described in Section 2.08(b)Statement. (e) Not later than 30 days prior to the filing of their respective Forms 8594 relating to this transaction, each party shall deliver to the other party a copy of its Form 8594.

Purchase Price; Allocation of Purchase Price. (a) The purchase price (the "Purchase Price") for the Purchased Assets is the sum of (i) an amount equal to the aggregate value of the inventory as determined in accordance with Section 2.06 (the "Inventory Purchase Price"), (ii) the Petty Cash at each Store and (▇▇▇) (the "Fixed Assets Purchase Price"), which Seller and Buyer agree represents the net book value of the fixed assets and other tangible property referred to in Section 2.01(c) and (y) $1,350,000 (the "Premium") in respect of the balance of the Purchased Assets. (b) The Buyer shall pay the Petty Cash at each Store, the ▇▇▇▇d Assets Purchase Price and 90% of the Initial Inventory Price at Closing pursuant to Section 2.08(a), and the Shares (balance, if any, of the “Purchase Price”) is $3,000,000,000 (three billion dollars) in cash. The Inventory Purchase Price shall be paid as provided in the last two sentences of Section 2.09 2.06(a). Buyer shall pay the Premium to Seller within 30 calendar days after the Closing Date. Each such payment shall be made in immediately available funds by wire transfer to an account of Seller with a bank in New York City designated by Seller (or if not so designated, then by certified or official bank check payable in immediately available funds to the order of Seller). If not paid within 30 calendar days after the Closing Date (such thirtieth day, "Day 30"), the Premium shall bear interest from and including the calendar day next succeeding Day 30 to but excluding the date of payment at a rate per annum equal to 2% over the LIBOR Rate as published in the Wall Street Journal, Eastern Edition in effect from time to time during the period from the day after Day 30 to the date of payment. Such interest shall be payable at the same time as the Premium and shall be subject to adjustment as provided in Sections 2.09 and 2.11. Seller shall be treated as receiving calculated daily on the basis of a portion year of the Purchase Price as agent for its Affiliates actually selling the Purchased Assets 365 days and the Shares consistent with the allocation actual number of the Purchase Price pursuant to the Allocation Statementdays elapsed. (bc) As soon as practicable after the ClosingClosing Date, Buyer Seller shall deliver to Seller Buyer a statement (the “"Allocation Statement”"), allocating the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code) among the Purchased Assets and the Shares in accordance with Section 1060 of the Code and the principles and methodology set forth and illustrated in Section 2.08 Code. Buyer shall have a period of the Disclosure Schedule (the “Allocation Methodology”); provided that the parties may agree to amend or adjust such methodology to the extent that the parties mutually determine necessary to properly reflect the fair market value of the Purchased Assets and the Shares. If within 10 business days after the delivery of the Allocation Statement Seller notifies Buyer to present in writing that to Seller objects notice of any reasonable objections Buyer may have to the allocation set forth in the Allocation Statement because it is inconsistent with the Allocation Methodology, Statement. Unless Buyer and Seller shall use their best efforts to revise the allocation specified in the Allocation Statement to the mutual satisfaction of Buyer and Seller within 20 days. In the event that Buyer and Seller are unable to resolve such dispute within 20 days, Buyer and Seller shall jointly retain Deloitte & Touche LLP (the “Accounting Referee”) to resolve the disputed items and the Accounting Referee shall determine an allocation that is most consistent with the Allocation Methodology. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of such Accounting Referee shall be borne equally by Buyer and Seller. If any Taxing Authority or other Governmental Authority requires a third party appraisal of all or part of the Purchased Assets or the Shares, Buyer shall bear the responsibility for obtaining such appraisal and the allocation set forth on the Allocation Statement shall be adjusted to the extent necessary to reflect the results of such appraisal. (c) Seller and Buyer agree to (i) be bound by the Allocation Statement (as it may be adjusted as provided in Section 2.08(b)) and (ii) act in accordance with the allocation established pursuant to Section 2.08(b) in the preparation, filing and audit of any Tax return (including filing Form 8594 with its federal income Tax return for the taxable year that includes the date of the Closing). (d) If an adjustment is made with respect to the Purchase Price pursuant to Section 2.11timely objects, the Allocation Statement shall be adjusted by mutual agreement of binding on the parties without further adjustment. If Buyer shall raise any objections within the 10-day period, Buyer and Seller shall negotiate in accordance with Section 1060 of good faith and use their best effort to resolve such dispute. If the Code and parties fail to resolve the Allocation Methodology. In the event that an agreement is not reached dispute within 20 7 days after the determination delivery of Final Working CapitalBuyer's notice, any then the disputed items shall be resolved in by a nationally recognized accounting firm (the manner described in Section 2.08(b). Buyer and Seller agree to file any additional information return required to be filed pursuant to Section 1060 of the Code and to treat the Allocation Statement as adjusted in the manner described in Section 2.08(b). (e"Accounting Referee") Not later than 30 days prior to the filing of their respective Forms 8594 relating to this transaction, each party shall deliver to the other party a copy of its Form 8594.jointly retained by Seller

Purchase Price; Allocation of Purchase Price. (a) The purchase price for the Purchased Assets and the Shares IPCo Interests, subject to the adjustment set forth in Section 2.09, shall be an amount (the “Purchase Price”) is $3,000,000,000 equal to (three billion dollarsi) US$565,000,000 in cash. The Purchase Price shall be paid as provided , minus (ii) the Estimated Non-Operating Restaurants Sale Proceeds Adjustment Amount, minus (iii) the Estimated Closing Date Indebtedness, plus (iv) the Estimated Closing Date Cash Adjustment Amount, minus (v) any amounts in Section 2.09 and shall be subject to adjustment as provided in Sections 2.09 and 2.11. Seller shall be treated as receiving a portion respect of the Purchase Price as agent Site Property Values for its Affiliates actually selling the Purchased Assets and the Shares consistent with the allocation of the Purchase Price Failed ROFR Waiver Properties pursuant to the Allocation StatementSection 5.24. (b) As soon as practicable commercially reasonably possible after the ClosingDetermination Date, but in no event later than one hundred twenty (120) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (Seller, for Seller’s review, comment and consent an allocation of the “Allocation Statement”), allocating the final Purchase Price (plus the amount of Assumed Liabilities, Liabilities to the extent properly taken into account under Section 1060 of the Codefor U.S. federal and other applicable Income Tax purposes) among the Purchased Assets and the Shares IPCo Interests, consistent with the procedures in Section 2.09 and in accordance with applicable Law including Section 1060 of the Code and the principles and methodology set forth and illustrated in Section 2.08 of the Disclosure Schedule Treasury regulations thereunder (the “Draft Allocation MethodologyStatement”); provided that the parties may agree to amend or adjust such methodology . If Seller does not object in writing to the extent that Draft Allocation Statement within thirty (30) days after receipt, the parties mutually determine necessary Draft Allocation Statement shall be final and binding on the Parties (and shall become the “Final Purchase Price Allocation”). If Seller does object in writing to properly reflect the fair market value Draft Allocation Statement within thirty (30) days after receipt of the Purchased Assets and the Shares. If within 10 days after the delivery of the Draft Allocation Statement Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement because it is inconsistent with the Allocation MethodologyStatement, Buyer and Seller shall use cooperate in good faith for a period of thirty (30) days to resolve their best efforts to revise the allocation specified in the Allocation Statement differences with respect to the mutual satisfaction of Draft Allocation Statement. If Buyer and Seller resolve such differences within 20 dayssuch thirty (30) day period, the Draft Allocation Statement, as amended to reflect any changes agreed to by Buyer and Seller, shall become the Final Purchase Price Allocation. In the event that If Buyer and Seller are unable to resolve their differences within such dispute within 20 daysthirty (30) day period, Buyer and Seller shall jointly retain Deloitte & Touche LLP (the “Accounting Referee”) submit such dispute to resolve the disputed items an independent nationally recognized accounting firm. Such dispute shall be resolved by such accounting firm, and the Accounting Referee shall determine an allocation that is most consistent with the Draft Allocation Methodology. Upon resolution of the disputed itemsStatement, the allocation reflected on the Allocation Statement shall be adjusted as amended to reflect the resolution by such resolutionaccounting firm, shall become the Final Purchase Price Allocation. The costs, fees costs and expenses of associated with such Accounting Referee accounting firm’s resolution shall be borne equally and paid one-half (1/2) by Buyer and one-half (1/2) by Seller. If Promptly after any Taxing Authority adjustment to the amount of the Purchase Price, including pursuant to ARTICLE VI and ARTICLE IX, the Parties shall negotiate in good faith to mutually agree to appropriate revisions to the Draft Allocation Statement or other Final Purchase Price Allocation, as applicable. The Parties agree that they will not, and will not permit any of their respective Affiliates to, take a position (except as required by a Governmental Authority) on any Tax Return (including, but not limited to, Internal Revenue Service Form 8594) or in any audit or examination before any Governmental Authority requires a third party appraisal that is in any way inconsistent with the Final Purchase Price Allocation (as such may be adjusted), if any; provided, however, that nothing herein shall prevent the Parties or any of all their respective Affiliates from settling, or part require them to litigate before any court, any challenge, proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Purchased Assets or the SharesFinal Purchase Price Allocation, Buyer shall bear the responsibility for obtaining such appraisal and the allocation set forth on the Allocation Statement shall be adjusted if any. Notwithstanding anything herein to the extent necessary to reflect contrary, each of Buyer and Seller shall notify the results of such appraisal. (c) Seller and Buyer agree to (i) be bound by the Allocation Statement (as it may be adjusted as provided in Section 2.08(b)) and (ii) act in accordance with the allocation established pursuant to Section 2.08(b) in the preparation, filing and audit other Party of any Tax return (including filing Form 8594 with its federal income Tax return for the taxable year that includes the date of the Closing). (d) If an adjustment is made such Action taken by any Governmental Authority with respect to the Final Purchase Price pursuant to Section 2.11Allocation, if any, and neither Party shall settle or otherwise compromise such Action without the Allocation Statement shall be adjusted by mutual agreement of the parties in accordance with Section 1060 of the Code and the Allocation Methodology. In the event that an agreement is other Party’s prior written consent (such consent not reached within 20 days after the determination of Final Working Capital, any disputed items shall be resolved in the manner described in Section 2.08(b). Buyer and Seller agree to file any additional information return required to be filed pursuant to Section 1060 of the Code and to treat the Allocation Statement as adjusted in the manner described in Section 2.08(bunreasonably withheld, conditioned or delayed). (e) Not later than 30 days prior to the filing of their respective Forms 8594 relating to this transaction, each party shall deliver to the other party a copy of its Form 8594.

Purchase Price; Allocation of Purchase Price. (a) The Subject to any adjustments set forth in Section 2.07 and payable as set forth in this Article II, the aggregate purchase price for the Purchased Assets and the Shares (the “Purchase Price”) is $3,000,000,000 (three billion dollars) in cash. The Purchase Price shall be paid as provided in Section 2.09 and shall be subject to adjustment as provided in Sections 2.09 and 2.11. Seller shall be treated as receiving a portion of the Purchase Price as agent for its Affiliates actually selling the Purchased Assets and the Shares consistent with covenants contained in Section 5.09 shall be (i) $107,500,000, plus (ii) the allocation Net Working Capital Adjustment Amount (or, minus the absolute value of the Net Working Capital Adjustment Amount if the Net Working Capital Adjustment Amount is a negative number). The Purchaser shall be entitled to deduct from the Purchase Price pursuant any amounts required to be withheld and deducted under the Code or other applicable Tax Law and any amounts so deducted shall be treated as having been paid to the Allocation StatementSeller and shall be remitted by the Purchaser to the appropriate Governmental Authority on a timely basis. (b) As soon as practicable after No earlier than five Business Days and no later than three Business Days prior to the Closing, Buyer the Seller shall deliver to Seller the Purchaser a written statement (the “Allocation Estimated Closing Statement”), allocating ) setting forth its good faith estimate of the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code) among the Purchased Assets and the Shares in accordance with Section 1060 of the Code and the principles and methodology set forth and illustrated in Section 2.08 of the Disclosure Schedule (the “Allocation MethodologyEstimated Purchase Price”); provided that ) pursuant to which the parties may agree to amend or adjust such methodology to the extent that the parties mutually determine necessary to properly reflect the fair market value of the Purchased Assets and the Shares. If within 10 days after the delivery of the Allocation Statement Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement because it is inconsistent with the Allocation Methodology, Buyer and Seller shall use their best efforts to revise the allocation specified in the Allocation Statement to the mutual satisfaction of Buyer and Seller within 20 days. In the event that Buyer and Seller are unable to resolve such dispute within 20 days, Buyer and Seller shall jointly retain Deloitte & Touche LLP (the “Accounting Referee”) to resolve the disputed items and the Accounting Referee shall determine an allocation that is most consistent with the Allocation Methodology. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of such Accounting Referee shall be borne equally by Buyer and Seller. If any Taxing Authority or other Governmental Authority requires a third party appraisal of all or part of the Purchased Assets or the Shares, Buyer shall bear the responsibility for obtaining such appraisal and the allocation set forth on the Allocation Statement shall be adjusted to the extent necessary to reflect the results of such appraisal. (c) Seller and Buyer agree to estimate (i) be bound by the Allocation Statement (Net Working Capital as it may be adjusted as provided in Section 2.08(b)) of the Closing Date and (ii) act the Net Working Capital Adjustment Amount, in accordance each case together with a reasonable itemization and reasonable supporting detail. The Seller will make available to the Purchaser and its auditors and advisors all records and work papers used in preparing the statement setting forth the Estimated Purchase Price, and provide reasonable access to members of its accounting and financial staff in connection with the allocation established pursuant to Section 2.08(b) in Purchaser’s review thereof. The Seller will review any comments proposed by the preparation, filing and audit of any Tax return (including filing Form 8594 with its federal income Tax return for the taxable year that includes the date of the Closing). (d) If an adjustment is made Purchaser with respect to the Purchase Price pursuant to Section 2.11, the Allocation Estimated Closing Statement shall be adjusted by mutual agreement of the parties in accordance with Section 1060 of the Code and the Allocation Methodology. In the event that an agreement is not reached within 20 days after the determination of Final Working Capital, any disputed items shall be resolved in the manner described in Section 2.08(b). Buyer and Seller agree to file any additional information return required to be filed pursuant to Section 1060 of the Code and to treat the Allocation Statement as adjusted in the manner described in Section 2.08(b). (e) Not later than 30 days provided at least one full Business Day prior to the filing of their respective Forms 8594 relating Closing Date, and will consider any appropriate changes with respect to this transaction, each party shall deliver to the other party a copy of its Form 8594such comments.

Purchase Price; Allocation of Purchase Price. (a) The Subject to the post-Closing adjustments set forth in Section 2.10, the purchase price for the Purchased Assets and shall be Eighty Five Million Dollars ($85,000,000) in cash minus, dollar-for-dollar, the Shares Non-Assumed Liabilities Payments (the “"Purchase Price”) is $3,000,000,000 (three billion dollars) in cash"). After the Closing, the Non-Assumed Liabilities Payments, if any, shall be made by the Purchaser out of the Indemnity Escrow Amount. The Purchaser shall also deduct from the Purchase Price (including any amounts payable under Section 2.10) any amounts required to be withheld and deducted under the Tax Code or other applicable Tax Law. Any amounts so deducted shall be remitted by the Purchaser to the appropriate Governmental Authority on a timely basis. Except as otherwise set forth herein or in the Escrow Agreement, the Purchaser's Deposit and all earnings thereon shall be paid as provided in Section 2.09 and shall be subject to adjustment as provided in Sections 2.09 and 2.11. Seller shall be treated as receiving a portion of the Purchase Price as agent for its Affiliates actually selling the Purchased Assets and the Shares consistent with the allocation of the Purchase Price pursuant to the Allocation StatementSellers at Closing and deducted from the amount payable by Purchaser at Closing. (b) As soon as practicable after the Closing, Buyer shall deliver to Seller a statement (the “Allocation Statement”), allocating The sum of the Purchase Price (plus and the Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code) Liabilities shall be allocated among the Purchased Assets as of the Closing Date as mutually determined by the Sellers and the Shares in accordance with Section 1060 of the Code and the principles and methodology set forth and illustrated in Section 2.08 of the Disclosure Schedule (the “Allocation Methodology”); provided that the parties may agree to amend or adjust such methodology to the extent that the parties mutually determine necessary to properly reflect the fair market value of the Purchased Assets and the Shares. If within 10 days after the delivery of the Allocation Statement Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement because it is inconsistent with the Allocation Methodology, Buyer and Seller shall use their best efforts to revise the allocation specified in the Allocation Statement to the mutual satisfaction of Buyer and Seller within 20 days. In the event that Buyer and Seller are unable to resolve such dispute within 20 days, Buyer and Seller shall jointly retain Deloitte & Touche LLP (the “Accounting Referee”) to resolve the disputed items and the Accounting Referee shall determine an allocation that is most consistent with the Allocation Methodology. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of such Accounting Referee shall be borne equally by Buyer and Seller. If any Taxing Authority or other Governmental Authority requires a third party appraisal of all or part of the Purchased Assets or the Shares, Buyer shall bear the responsibility for obtaining such appraisal and the allocation set forth on the Allocation Statement shall be adjusted to the extent necessary to reflect the results of such appraisal. (c) Seller and Buyer agree to (i) be bound by the Allocation Statement (as it may be adjusted as provided in Section 2.08(b)) and (ii) act Purchaser in accordance with the allocation established pursuant Tax Code (the "Allocation"). Any subsequent adjustments to Section 2.08(b) in the preparation, filing and audit sum of any Tax return (including filing Form 8594 with its federal income Tax return for the taxable year that includes the date of the Closing). (d) If an adjustment is made with respect to the Purchase Price pursuant to Section 2.11, and Assumed Liabilities shall be reflected in the Allocation Statement shall be adjusted by mutual agreement of the parties in accordance a manner consistent with Section section 1060 of the Tax Code and the Allocation MethodologyRegulations thereunder. In For all Tax purposes, the event Purchaser and the Sellers agree that an agreement is not reached within 20 days after the determination of Final Working Capital, any disputed items transactions contemplated by this Agreement shall be resolved reported in a manner consistent with the manner described terms of this Agreement, including the Allocation, and that neither of them will take any position inconsistent therewith in Section 2.08(b)any Tax Return, refund claim, litigation, or otherwise. Buyer and Seller agree to file any additional information return required to be filed pursuant to Section 1060 Each of the Code Sellers and the Purchaser agrees to cooperate with the other in preparing IRS form 8594 and to treat the Allocation Statement as adjusted in the manner described in Section 2.08(b). (e) Not later than 30 days prior to the filing of their respective Forms 8594 relating to this transaction, each party shall deliver to furnish the other party with a copy of such form prepared in draft form within a reasonable period before its Form 8594filing due date.

Purchase Price; Allocation of Purchase Price. (a) The aggregate purchase price to be paid by the Buyers to the Seller for the Purchased Assets and the Shares Seller’s Membership Interest shall be Seven Million Dollars ($7,000,000) (the “Purchase Price”) is $3,000,000,000 (three billion dollars) in cash). The Purchase Price shall be paid on the Effective Date by the Buyers to the Seller in immediately available funds by wire transfer to the following account designated by Seller: Bank: Bank of America, N.A. Routing Number: XXXXXX Account Name: MedCath Incorporated Account Number: XXXXXX The Seller shall not be entitled to any additional distributions from the Company. The Company, immediately prior to the Effective Date, shall make a distribution of any undistributed earnings of the Company through the Effective Date (the “Distribution”). The Seller waives any right it has to its share of the Distribution and Buyers and Seller agree that Seller’s share of the Distribution of the Company shall be distributed proportionately to the other Members of the Company (excluding Seller) who were Members of the Company prior to the Effective Date. Company shall pay to Seller prior to the Effective Date all amounts owed to the Seller under the LLC Management Agreement (as provided defined in Section 2.09 5, below) for the period ending on the Effective Date, to the extent that such amounts can be determined prior to the Effective Date. In the event that the amounts due Seller under the LLC Management Agreement cannot be reasonably determined prior to the Effective Date, Buyers and the undersigned Members of the Company shall cause the Company to pay such amounts to the Seller as promptly as possible following the date that such amounts are determined by Seller following the Effective Date. The Company shall close its books as of the Effective Date and use that computation of year to date operations for purposes of allocation of income between the Buyers and Seller with respect the Seller’s Membership Interest and the Company shall not allocate any further income to the Seller. Buyers and Seller agree that the purchase and sale of the Interest contemplated by this Agreement shall be treated, for federal income tax purposes, as if the Seller had 27.04% of the assets of the Company to the Buyer. The Purchase Price shall be allocated in accordance with Code Section 1060, and in the manner set forth in Exhibit B (the “Allocation Schedule”). Buyers and the Seller shall, and shall be subject cause their respective affiliates to, (a) prepare and file all tax returns (including amended tax returns and claims for refund) in all respects and for all purposes in a manner consistent with the Allocation Schedule (and agreed amendments thereto) to adjustment as provided the extent permitted by law, and (b) take no position with respect to taxes that is contrary to or inconsistent with the Allocation Schedule (and agreed amendments thereto), including in Sections 2.09 any audits or examinations by any taxing authority or any other proceeding. Buyers and 2.11. the Seller shall be treated cooperate in the timely filing of any forms (including IRS Form 8594) with respect to such allocation, including any amendments to such forms required with respect to any adjustment to the purchase price pursuant to the Agreement. If the allocation is disputed by any taxing authority, the party receiving notice of such dispute shall promptly notify the other party hereto, and consult with such other party and keep it apprised of developments concerning the resolution of such dispute. Notwithstanding any other provisions of this Agreement, the foregoing agreements as receiving a portion of the Purchase Price as agent for its Affiliates actually selling the Purchased Assets and the Shares consistent with to the allocation of the Purchase Price pursuant to the Allocation Statement. (b) As soon as practicable after the ClosingPrice, Buyer shall deliver to Seller a statement (the “Allocation Statement”), allocating the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under Section 1060 allocation of the Code) among the Purchased Assets and the Shares in accordance with Section 1060 of the Code and the principles and methodology set forth and illustrated in Section 2.08 of the Disclosure Schedule (the “Allocation Methodology”); provided that the parties may agree to amend or adjust such methodology to the extent that the parties mutually determine necessary to properly reflect the fair market value of the Purchased Assets and the Shares. If within 10 days after the delivery of the Allocation Statement Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement because it is inconsistent with the Allocation Methodology, Buyer and Seller shall use their best efforts to revise the allocation specified in the Allocation Statement to the mutual satisfaction of Buyer and Seller within 20 days. In the event that Buyer and Seller are unable to resolve such dispute within 20 days, Buyer and Seller shall jointly retain Deloitte & Touche LLP (the “Accounting Referee”) to resolve the disputed items and the Accounting Referee shall determine an allocation that is most consistent with the Allocation Methodology. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of such Accounting Referee shall be borne equally by Buyer income between Buyers and Seller. If any Taxing Authority or other Governmental Authority requires a third party appraisal of all or part of , and related tax obligations shall survive the Purchased Assets or the Shares, Buyer shall bear the responsibility for obtaining such appraisal and the allocation set forth on the Allocation Statement shall be adjusted to the extent necessary to reflect the results of such appraisalEffective Date without limitation. (c) Seller and Buyer agree to (i) be bound by the Allocation Statement (as it may be adjusted as provided in Section 2.08(b)) and (ii) act in accordance with the allocation established pursuant to Section 2.08(b) in the preparation, filing and audit of any Tax return (including filing Form 8594 with its federal income Tax return for the taxable year that includes the date of the Closing). (d) If an adjustment is made with respect to the Purchase Price pursuant to Section 2.11, the Allocation Statement shall be adjusted by mutual agreement of the parties in accordance with Section 1060 of the Code and the Allocation Methodology. In the event that an agreement is not reached within 20 days after the determination of Final Working Capital, any disputed items shall be resolved in the manner described in Section 2.08(b). Buyer and Seller agree to file any additional information return required to be filed pursuant to Section 1060 of the Code and to treat the Allocation Statement as adjusted in the manner described in Section 2.08(b). (e) Not later than 30 days prior to the filing of their respective Forms 8594 relating to this transaction, each party shall deliver to the other party a copy of its Form 8594.

Purchase Price; Allocation of Purchase Price. (a) The purchase price for Purchaser shall pay the Purchased Assets and Purchase Price in cash to the Shares (Seller at the “Closing, as provided in Section 2.05(a); provided, however, that the portion of the Purchase Price”Price to be paid pursuant to Section 2.02(c) is $3,000,000,000 (three billion dollars) shall be paid in cashaccordance with such Section. The Purchase Price shall be paid as provided in Section 2.09 and shall be subject to adjustment after the Closing as provided set forth in Sections 2.09 and 2.11. Seller shall be treated as receiving a portion of the Purchase Price as agent for its Affiliates actually selling the Purchased Assets and the Shares consistent with the allocation of the Purchase Price pursuant to the Allocation StatementSection 2.06 hereof. (b) As soon as practicable after The Seller and the Closing, Buyer shall deliver to Seller a statement (the “Allocation Statement”), allocating Purchaser agree that the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code) shall be allocated among the Purchased Assets Shares and the Shares in accordance with Section 1060 of the Code and the principles and methodology set forth and illustrated in Section 2.08 of the Disclosure Schedule (the “Allocation Methodology”); provided that the parties may agree to amend or adjust such methodology to the extent that the parties mutually determine necessary to properly reflect the fair market value of the Purchased Assets and the Shares. If within 10 days after the delivery of the Allocation Statement Seller notifies Buyer in writing that Seller objects to the allocation as set forth in Section 7.05. The Purchaser and the Allocation Statement because it Seller shall each report the federal, state and local income and other tax consequences of the transactions contemplated by this Agreement in a manner consistent with the Allocations. The Purchaser and the Seller further covenant and agree not to take a position that is inconsistent with the Allocation Methodology, Buyer and Seller shall use their best efforts to revise the allocation specified in the Allocation Statement to the mutual satisfaction of Buyer and Seller within 20 days. In the event that Buyer and Seller are unable to resolve such dispute within 20 days, Buyer and Seller shall jointly retain Deloitte & Touche LLP (the “Accounting Referee”) to resolve the disputed items and the Accounting Referee shall determine an allocation that is most consistent with the Allocation Methodology. Upon resolution of the disputed items, the allocation reflected Allocations on the Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of such Accounting Referee shall be borne equally by Buyer and Seller. If any Taxing Authority Tax Return or other Governmental Authority requires a third party appraisal of all or part of the Purchased Assets or the Shares, Buyer shall bear the responsibility for obtaining such appraisal and the allocation set forth on the Allocation Statement shall be adjusted to the extent necessary to reflect the results of such appraisalotherwise. (c) Promptly following the date hereof, Seller will establish an incentive bonus program structured to incentivize employees of Seller performing Seller's obligations under the Transition Services Agreement. As soon as practicable thereafter, the Seller shall send a communication to such employees generally to the effect that Seller has established such bonus program and Buyer agree that although Seller will be determining the recipients and amounts of any such incentive bonuses, it will do so in consultation with Purchaser. The Purchaser will promptly, and in no event later than 2 Business Days after receipt of notice from the Seller, reimburse the Seller up to (i) $500,000 in the aggregate for incentive bonuses that the Seller actually pays to such employees. Although Seller will consult with the Purchaser concerning the recipients and amounts of incentive bonuses to be bound reimbursed by the Allocation Statement (Purchaser hereunder, Seller shall have absolute discretion as it may to the payment, amount and recipients of any incentive bonuses, including the non-payment of any such bonuses. Seller shall be adjusted as provided in Section 2.08(b)) responsible for all withholding and (ii) act in accordance other taxes associated with the allocation established pursuant to Section 2.08(bpayment of such bonuses, but any reasonable legal (whether in-house or third party) costs incurred in connection with the preparationestablishment of such bonus program, filing and audit including in connection with any filings under applicable laws (other than in respect of any Tax return (including filing Form 8594 with its federal income Tax return for the taxable year that includes the date of the Closing). (dor withholding taxes) If an adjustment is made with respect to the Purchase Price pursuant to Section 2.11, the Allocation Statement shall be adjusted borne by mutual agreement of the parties in accordance with Section 1060 of the Code and the Allocation Methodology. In the event that an agreement is not reached within 20 days after the determination of Final Working Capital, any disputed items shall be resolved in the manner described in Section 2.08(b). Buyer and Seller agree to file any additional information return required to be filed pursuant to Section 1060 of the Code and to treat the Allocation Statement as adjusted in the manner described in Section 2.08(b)Purchaser. (e) Not later than 30 days prior to the filing of their respective Forms 8594 relating to this transaction, each party shall deliver to the other party a copy of its Form 8594.

Purchase Price; Allocation of Purchase Price. (a) The purchase price for the Purchased Assets and the Shares (the “Purchase Price”) is $3,000,000,000 (three billion dollars) 20,000,000 in cash. The Purchase Price shall be paid as provided in Section 2.09 and shall be subject to adjustment as provided in Sections 2.09 and 2.11. Seller shall be treated as receiving a portion of the Purchase Price as agent for its Affiliates actually selling the Purchased Assets and the Shares consistent with the allocation of the Purchase Price pursuant to the Allocation Statement2.09. (b) As soon promptly as practicable after the Closing, but not later than 60 days, the Buyer shall deliver to Seller Sellers a statement (the “Allocation Statement”), allocating the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code) among the Purchased Assets and the Shares in accordance with Section 1060 of the Code and the principles U.S. Treasury regulations thereunder (and methodology set forth and illustrated in Section 2.08 any similar provision of state, local or non-U.S. law, as appropriate), as of the Disclosure Schedule (the “Closing Date. The Allocation Methodology”); provided that Statement shall be considered final and binding on the parties may agree to amend or adjust such methodology to the extent that the parties mutually determine necessary to properly reflect the fair market value of the Purchased Assets and the Shares. If unless if within 10 30 days after the delivery of the Allocation Statement Parent Seller notifies Buyer in writing that Seller objects Sellers object to the allocation set forth in the Allocation Statement because it is inconsistent with the Allocation MethodologyStatement, Sellers and Buyer and Seller shall use their best commercially reasonable efforts to revise the allocation specified in the Allocation Statement to the mutual satisfaction of Buyer and Seller resolve such dispute within 20 15 days. In the event that Buyer and Seller the parties are unable to resolve such dispute within 20 15 days, Buyer and Seller the parties shall jointly retain one of PricewaterhouseCoopers, Ernst & Young or Deloitte & Touche LLP (the “Accounting Referee”) to resolve the disputed items and items. The parties shall use all commercially reasonable efforts to cause the Accounting Referee shall determine an allocation that is most consistent to render its decision as promptly as practicable, including by promptly complying with all reasonable requests by the Allocation MethodologyAccounting Referee for information, books, records and similar items. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of such the Accounting Referee shall be borne equally by Buyer and Seller. If any Taxing Authority or other Governmental Authority requires a third party appraisal of all or part of the Purchased Assets or the Shares, Buyer shall bear the responsibility for obtaining such appraisal and the allocation set forth on the Allocation Statement shall be adjusted to the extent necessary to reflect the results of such appraisalSellers. (c) Seller and Buyer The parties agree to (i) be bound by the Allocation Statement (as it may be adjusted as provided in Section 2.08(b)) and (ii) to act in accordance with the allocation established pursuant to Section 2.08(b) Allocation Statement in the preparation, filing and audit of any Tax return (including filing Form 8594 with its federal income Tax return for the taxable year that includes the date of the Closing)return, except as otherwise required by Applicable Law or a Taxing Authority. (d) If an adjustment is made with respect to the Purchase Price pursuant to Section 2.11, the Allocation Statement shall be adjusted by mutual agreement of the parties in accordance with Section 1060 of the Code and the Allocation Methodology. In the event that an agreement is not reached within 20 days after the determination of Final Working Capital, any disputed items shall be resolved in the manner described in Section 2.08(b). Buyer and Seller agree to file any additional information return required to be filed pursuant to Section 1060 of the Code and to treat the Allocation Statement as adjusted in the manner described in Section 2.08(b). (e) Not later than 30 days prior to the filing of their respective Forms 8594 relating to this transaction, each party shall deliver to the other party a copy of its Form 8594.

Purchase Price; Allocation of Purchase Price. (a) The purchase price for the Purchased Assets under this Agreement shall be an amount equal to the sum of the Cash Purchase Price and the Preferred Shares Purchase Price (the “Purchase Price”) is $3,000,000,000 (three billion dollars) in cash). The Adjusted Cash Purchase Price shall be paid by Buyer in accordance with Section 2.4 at Closing in U.S. Dollars by wire transfer in same day funds to one or more bank accounts of Seller (the details of which shall be provided by Seller to Buyer by written notice given at least three (3) Business Days prior to Closing) or as otherwise provided in Section 2.09 and 2.4. The Preferred Shares Purchase Price shall be subject delivered by Buyer to adjustment as provided in Sections 2.09 and 2.11. Seller shall be treated as receiving a portion of the Purchase Price as agent for its Affiliates actually selling the Purchased Assets and the Shares consistent Escrow Agent at Closing in accordance with the allocation of the Purchase Price pursuant to the Allocation StatementSection 2.4. (b) As soon as practicable after the Closing, Seller and Buyer shall deliver to Seller a statement (the “Allocation Statement”), allocating agree that the Purchase Price (plus Assumed Liabilities, to a portion of which is based upon the extent properly taken into account under Section 1060 fair market value of the CodePreferred Shares, as determined based upon a valuation to be provided by ▇▇▇▇▇ & ▇▇▇▇▇, LLP or as otherwise agreed by ▇▇▇▇▇ and Seller) and any other items constituting consideration for federal and applicable state income Tax purposes will be allocated among the Purchased Assets and the Shares in accordance with Section 1060 of the Code and the principles and methodology set forth and illustrated in Section 2.08 of the Disclosure Schedule Treasury Regulations promulgated thereunder (the “Allocation MethodologyTax Allocation”); provided that the parties may agree . In making such allocation with respect to amend or adjust such methodology any hedge arrangements, current market information will be used to the extent that the parties mutually determine necessary to properly reflect the fair market value value. No later than sixty (60) days after the Closing Date, ▇▇▇▇▇ shall prepare and deliver to Seller, for Seller’s review and approval, a draft of the Purchased Assets Tax Allocation. Seller and the Shares▇▇▇▇▇ shall use commercially reasonable efforts to agree on a final Tax Allocation. If ▇▇▇▇▇ and ▇▇▇▇▇▇ are unable to agree on such final Tax Allocation within 10 thirty (30) days after the delivery by Buyer of the Allocation Statement Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement because it is inconsistent with the Allocation Methodology, Buyer and Seller shall use their best efforts to revise the allocation specified in the Allocation Statement to the mutual satisfaction of Buyer and Seller within 20 days. In the event that Buyer and Seller are unable to resolve such dispute within 20 daysdraft Tax Allocation, Buyer and Seller shall jointly retain Deloitte & Touche LLP an Independent Accountant (the “Accounting Referee”which may in turn select an appraiser if needed) to resolve the disputed items item. The cost of such Independent Accountant (and appraiser) shall be borne fifty percent (50%) by Buyer and fifty percent (50%) by Seller. Seller and ▇▇▇▇▇ agree to report the Accounting Referee shall determine an allocation that is most transactions contemplated by this Agreement consistent with the Allocation Methodology. Upon resolution Tax Allocation, as agreed to or as determined by the Independent Accountant, and as amended from time to time based on any adjustments to the Purchase Price, on any Tax Return, including Internal Revenue Service Form 8594, unless otherwise required by a final determination as defined in Section 1313 of the disputed itemsCode. Each Party agrees to promptly advise the other Party regarding the existence of any Tax audit, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of such Accounting Referee shall be borne equally by Buyer and Seller. If any Taxing Authority controversy or other Governmental Authority requires a third party appraisal of all or part of the Purchased Assets or the Shares, Buyer shall bear the responsibility for obtaining such appraisal and the allocation set forth on the Allocation Statement shall be adjusted litigation related to the extent necessary to reflect the results of such appraisalTax Allocation. (c) Seller and Buyer agree to The Cash Purchase Price shall be adjusted at Closing as follows (as so adjusted, the “Adjusted Cash Purchase Price”): (i) be bound by the Allocation Statement (as it may be adjusted as provided in Section 2.08(b)) and (ii) act in accordance with the allocation established pursuant to Section 2.08(b) in the preparation, filing and audit of any Tax return (including filing Form 8594 with its federal income Tax return for the taxable year that includes the date of the Closing). (d) If an adjustment is made with respect to the The Cash Purchase Price pursuant to Section 2.11, the Allocation Statement shall be adjusted upward by mutual agreement the following amounts (without duplication of any amounts): (A) an amount equal to the value (based upon the Contract price in effect as of the parties Effective Time or the most recent sales price received by Seller for similar Hydrocarbons in the same area if there is no Contract price in effect as of the Effective Time) of all Hydrocarbons produced from the Assets in storage or existing in stock tanks, pipelines and/or plants (including inventory) above the pipeline connection or upstream of the sales meter, as applicable, as of the Effective Time, less amounts payable as royalties, overriding royalties and other burdens upon, measured by or payable out of such production; (B) an amount equal to all Operating Expenses and all other costs and expenses paid, incurred or accrued by Seller or Eagle Energy Company of Oklahoma, LLC (or its subsidiaries), that are directly attributable or related to the Assets from and after the Effective Time (whether paid before or after the Effective Time and including any deposits and pre-payments related to any of the Related Contracts), including (1) royalties and other burdens upon, measured by or payable out of proceeds of production and (2) rentals and other lease maintenance payments; of its Affiliates); (C) the amount of all Property Taxes prorated to Buyer in accordance with Section 1060 of the Code and the Allocation Methodology. In the event that 5.6(b) but paid (or payable) by Seller (or any (D) an agreement is not reached within 20 days after the determination of Final Working Capital, any disputed items shall be resolved in the manner described in Section 2.08(b). Buyer and Seller agree to file any additional information return required to be filed pursuant to Section 1060 of the Code and to treat the Allocation Statement as adjusted in the manner described in Section 2.08(b). (e) Not later than 30 days prior amount equal to the filing of their respective Forms 8594 relating to this transaction, each party shall deliver to the other party a copy of its Form 8594.Closing Title Benefit Adjustment Amount;

Purchase Price; Allocation of Purchase Price. (a) The Abbott shall pay, or cause the applicable Purchaser to pay, an aggregate purchase price for the Purchased Assets and equal to the Shares sum of (i) an amount in cash equal to $3,800,000,000 (the “"Initial Purchase Price”"), (ii) is $3,000,000,000 the Milestone Payments, and (three billion dollarsiii) in cashthe Assumed Liabilities (collectively, the "Purchase Price"). The Initial Purchase Price shall be paid as provided at the Closing by wire transfer in Section 2.09 and shall be subject immediately available funds to adjustment as provided in Sections 2.09 and 2.11. Seller shall be treated as receiving a portion bank account designated by Boston Scientific not fewer than three Business Days prior to the date of the Purchase Price as agent for its Affiliates actually selling Closing. (b) Within 20 days of the Purchased Assets and execution by Boston Scientific of the Shares consistent Merger Agreement, Abbott shall provide Boston Scientific with the a proposed allocation of the Purchase Price pursuant among the Asset categories (the "Allocation") for Boston Scientific's review and comment. For purposes of the Allocation, Asset categories shall consist of the following two classes: (i) Assets located or owned in the United States, and (ii) Assets located or owned outside of the United States. If Boston Scientific does not provide any comments to Abbott in writing within 20 days following delivery by Abbott of the proposed Allocation, then the Allocation proposed by Abbott shall be deemed to be final and binding, absent manifest error. If, however, Boston Scientific submits comments to Abbott within such 20-day period, Abbott and Boston Scientific shall negotiate in good faith to resolve any differences within 20 days of such submission. If Boston Scientific and Abbott are unable to reach a resolution within such 20 day period, then all remaining disputed items shall be submitted for resolution by an internationally-recognized, independent accounting firm mutually selected by Abbott and Boston Scientific (the "Allocation Accounting Firm"), which shall make a final determination as to the disputed items within 20 days after such submission, but in no event later than 20 days following the closing of the Merger, and such determination shall be final and binding on Boston Scientific and Abbott. The fees and disbursements of the Allocation Statement. (b) As soon as practicable after the Closing, Buyer Accounting Firm shall deliver be shared equally between Boston Scientific and Abbott. Any subsequent adjustments to Seller a statement (the “Allocation Statement”), allocating the Purchase Price (plus Assumed Liabilities, to shall be reflected in the extent properly taken into account under Section 1060 of the Code) among the Purchased Assets and the Shares Allocation in accordance a manner consistent with Section 1060 of the Code and the principles Regulations thereunder. For all Tax purposes, Abbott and methodology set forth and illustrated in Section 2.08 of the Disclosure Schedule (the “Allocation Methodology”); provided Boston Scientific agree that the parties may agree to amend or adjust such methodology to the extent that the parties mutually determine necessary to properly reflect the fair market value of the Purchased Assets and the Shares. If within 10 days after the delivery of the Allocation Statement Seller notifies Buyer transactions contemplated by this Agreement shall be reported in writing that Seller objects to the allocation set forth in the Allocation Statement because it is inconsistent with the Allocation Methodology, Buyer and Seller shall use their best efforts to revise the allocation specified in the Allocation Statement to the mutual satisfaction of Buyer and Seller within 20 days. In the event that Buyer and Seller are unable to resolve such dispute within 20 days, Buyer and Seller shall jointly retain Deloitte & Touche LLP (the “Accounting Referee”) to resolve the disputed items and the Accounting Referee shall determine an allocation that is most a manner consistent with the Allocation Methodology. Upon resolution terms of this Agreement, including the disputed itemsAllocation, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses that neither of such Accounting Referee shall be borne equally by Buyer and Seller. If them will take any Taxing Authority or other Governmental Authority requires a third party appraisal of all or part of the Purchased Assets or the Shares, Buyer shall bear the responsibility for obtaining such appraisal and the allocation set forth on the Allocation Statement shall be adjusted to the extent necessary to reflect the results of such appraisal. (c) Seller and Buyer agree to (i) be bound by the Allocation Statement (as it may be adjusted as provided position inconsistent therewith in Section 2.08(b)) and (ii) act in accordance with the allocation established pursuant to Section 2.08(b) in the preparation, filing and audit of any Tax return (including filing Form 8594 with its federal income Tax return for the taxable year that includes the date of the Closing)Return, in any refund claim, in any litigation, or otherwise. (d) If an adjustment is made with respect to the Purchase Price pursuant to Section 2.11, the Allocation Statement shall be adjusted by mutual agreement of the parties in accordance with Section 1060 of the Code and the Allocation Methodology. In the event that an agreement is not reached within 20 days after the determination of Final Working Capital, any disputed items shall be resolved in the manner described in Section 2.08(b). Buyer and Seller agree to file any additional information return required to be filed pursuant to Section 1060 of the Code and to treat the Allocation Statement as adjusted in the manner described in Section 2.08(b). (e) Not later than 30 days prior to the filing of their respective Forms 8594 relating to this transaction, each party shall deliver to the other party a copy of its Form 8594.

Purchase Price; Allocation of Purchase Price. (a) The aggregate purchase price for Purchaser’s acquisition of the Purchased Assets and the Shares shall be (i) $12,750,000 (the “Cash Purchase Price”) is and (ii) assumption of the Assumed Liabilities (collectively, the “Aggregate Purchase Price”). At the Closing, the Purchaser shall deposit $3,000,000,000 (three billion dollars) in cash. The 1,775,000 of the Cash Purchase Price shall be paid as provided in Section 2.09 and shall be subject to adjustment as provided in Sections 2.09 and 2.11. Seller shall be treated as receiving a portion of (the Purchase Price as agent for its Affiliates actually selling “Escrow Amount”) into an escrow account (the Purchased Assets and the Shares consistent with the allocation of the Purchase Price “Escrow Account”), pursuant to the Allocation Statementterms of an escrow agreement substantially in the form attached hereto as Exhibit K (the “Escrow Agreement”). The Escrow Amount shall be distributed from the Escrow Account pursuant to the terms and conditions of the Escrow Agreement. (b) As soon The Parties agree that the Transactions are intended to be and shall be treated for federal income Tax purposes as practicable after an “applicable asset acquisition” within the Closing, Buyer shall deliver to Seller a statement (the “Allocation Statement”), allocating the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under meaning of Section 1060 of the Code) among the Purchased Assets and the Shares . The Parties agree to allocate, in accordance with all applicable Treasury Regulations promulgated under Section 1060 of the Code and other applicable Laws and accounting regulations, the principles and methodology set forth and illustrated in Section 2.08 aggregate consideration paid by Purchaser (consisting of the Disclosure Schedule Aggregate Purchase Price, the Assumed Liabilities and all other relevant items that are properly includible in determining the amount realized by Seller for federal income Tax purposes (the “Total Tax Consideration”)) among the Purchased Assets. Such allocation shall be made in a manner consistent with the fair market values of the Purchased Assets as are agreed between the Parties. Seller and Purchaser shall complete an allocation schedule of the Aggregate Purchase Price within 60 calendar days after the Closing Date that the Parties agree to use in making such allocation. Purchaser then will deliver to the Seller a draft IRS Form 8594 as proposed to be included by Purchaser with its Tax Returns for the taxable year of the Closing (the “Allocation MethodologyForm”); provided that . If the parties may agree to amend or adjust such methodology to the extent that the parties mutually determine necessary to properly reflect the fair market value Seller disagrees with any aspect of the Purchased Assets proposed Allocation Form, the Seller shall, within 15 calendar days after receipt thereof, furnish to Purchaser a written statement of such disagreement, together with the reasons therefor. If, within such 15 calendar day period, Purchaser does not receive such a written statement of disagreement from the Seller, the Seller shall be deemed to have accepted the proposed Allocation Form and the Sharesproposed Allocation Form shall be final and binding upon the Seller. If Purchaser does receive such a written statement of disagreement from the Seller within such 15 calendar day period, then within 10 calendar days after of such receipt the delivery of Seller and Purchaser shall discuss in person, by telephone, or by videoconference, their disagreement in order to attempt to resolve it through good faith negotiations. If the Allocation Statement Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement because it is inconsistent with the Allocation Methodology, Buyer and Seller shall use their best efforts to revise the allocation specified in the Allocation Statement to the mutual satisfaction of Buyer and Seller within 20 days. In the event that Buyer and Seller Purchaser are unable to resolve such dispute their disagreement within 20 dayscalendar days after receipt by Purchaser of the written statement of disagreement from the Seller, Buyer and Seller the disagreement shall jointly retain Deloitte & Touche LLP be submitted for determination to a mutually agreed upon independent nationally recognized accounting firm (the “Accounting RefereeAccountant”) ), which determination, absent manifest error, shall be final and binding upon the Seller and Purchaser and not subject to resolve appeal. Such determination by the disputed items and the Accounting Referee Accountant shall determine an allocation that is most consistent be made in accordance with the Allocation Methodologythis Agreement. Upon resolution The expenses incurred due to retention of the disputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect Accountant in making such resolution. The costs, fees and expenses of such Accounting Referee determination shall be borne equally by Buyer and Seller. If any Taxing Authority or other Governmental Authority requires a third party appraisal of all or part of the Purchased Assets or the Shares, Buyer shall bear the responsibility for obtaining such appraisal and the allocation set forth on the Allocation Statement shall be adjusted to the extent necessary to reflect the results of such appraisal. (c) Seller and Buyer agree to (i) be bound by the Allocation Statement (as it may be adjusted as provided in Section 2.08(b)) and (ii) act in accordance with the allocation established pursuant to Section 2.08(b) in the preparation, filing and audit of any Tax return (including filing Form 8594 with its federal income Tax return for the taxable year that includes the date of the Closing)Purchaser. (d) If an adjustment is made with respect to the Purchase Price pursuant to Section 2.11, the Allocation Statement shall be adjusted by mutual agreement of the parties in accordance with Section 1060 of the Code and the Allocation Methodology. In the event that an agreement is not reached within 20 days after the determination of Final Working Capital, any disputed items shall be resolved in the manner described in Section 2.08(b). Buyer and Seller agree to file any additional information return required to be filed pursuant to Section 1060 of the Code and to treat the Allocation Statement as adjusted in the manner described in Section 2.08(b). (e) Not later than 30 days prior to the filing of their respective Forms 8594 relating to this transaction, each party shall deliver to the other party a copy of its Form 8594.

Purchase Price; Allocation of Purchase Price. (a) The Subject to the adjustments set forth in Section 2.07, the purchase price for the Purchased Assets and the Shares shall be $225,715,316 (the “"Purchase Price”) is $3,000,000,000 (three billion dollars) in cash"). The Purchase Price Purchaser shall be paid as provided in Section 2.09 and shall be subject to adjustment as provided in Sections 2.09 and 2.11. Seller shall be treated as receiving a portion of deduct from the Purchase Price as agent for its Affiliates actually selling (including any amounts payable under Section 2.07) any amounts required to be withheld and deducted under the Purchased Assets and Code or other applicable Tax Law. Any amounts so deducted shall be remitted by the Shares consistent with the allocation of the Purchase Price pursuant Purchaser to the Allocation Statementappropriate Governmental Authority on a timely basis. (b) As soon as practicable Within 90 Business Days after the Closing, Buyer the Purchaser shall deliver to provide the Seller with a statement (proposed allocation of the “Allocation Statement”), allocating sum of the Purchase Price (plus and the Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code) Liabilities among the Purchased Assets for their review and comment (the Shares "Allocation"); provided that the Allocation shall be in accordance with Section 1060 of the Code and the principles and methodology set forth and illustrated Regulations thereunder. If the Seller does not provide any comments to the Purchaser in Section 2.08 writing within 30 Business Days following delivery by the Purchaser of the Disclosure Schedule (proposed Allocation, then the “Allocation Methodology”); provided proposed by the Purchaser shall be deemed to be final and binding absent manifest error. If, however, the Seller submits comments to the Purchaser within such 30 Business Day period, the Purchaser and Seller shall negotiate in good faith to resolve any differences within 30 Business Days. If the Seller and the Purchaser are unable to reach a resolution within such 30 Business Day period, then all remaining disputed items shall be submitted for resolution to the Independent Accounting Firm, which shall make a final determination as to the disputed items within 30 Business Days after such submission, and such determination shall be final, binding and conclusive on the parties hereto. The fees and disbursements of the Independent Accounting Firm arising under this Section 2.03(b) shall be allocated between the Seller and the Purchaser in the same proportion that the parties may agree to amend or adjust aggregate amount of such methodology remaining disputed items so submitted to the extent Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the parties mutually determine necessary Independent Accounting Firm) bears to properly reflect the fair market value total amount of such remaining disputed items so submitted. Any subsequent adjustments to the sum of the Purchased Assets Purchase Price and the Shares. If within 10 days after the delivery of the Allocation Statement Seller notifies Buyer in writing that Seller objects to the allocation set forth Assumed Liabilities shall be reflected in the Allocation Statement because it is inconsistent with the Allocation Methodology, Buyer and Seller shall use their best efforts to revise the allocation specified in the Allocation Statement to the mutual satisfaction of Buyer and Seller within 20 days. In the event that Buyer and Seller are unable to resolve such dispute within 20 days, Buyer and Seller shall jointly retain Deloitte & Touche LLP (the “Accounting Referee”) to resolve the disputed items and the Accounting Referee shall determine an allocation that is most a manner consistent with the Allocation Methodology. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of such Accounting Referee shall be borne equally by Buyer and Seller. If any Taxing Authority or other Governmental Authority requires a third party appraisal of all or part of the Purchased Assets or the Shares, Buyer shall bear the responsibility for obtaining such appraisal and the allocation set forth on the Allocation Statement shall be adjusted to the extent necessary to reflect the results of such appraisal. (c) Seller and Buyer agree to (i) be bound by the Allocation Statement (as it may be adjusted as provided in Section 2.08(b)) and (ii) act in accordance with the allocation established pursuant to Section 2.08(b) in the preparation, filing and audit of any Tax return (including filing Form 8594 with its federal income Tax return for the taxable year that includes the date of the Closing). (d) If an adjustment is made with respect to the Purchase Price pursuant to Section 2.11, the Allocation Statement shall be adjusted by mutual agreement of the parties in accordance with Section 1060 of the Code and the Allocation MethodologyRegulations thereunder. In For all Tax purposes, the event Purchaser and the Seller agree that an agreement is not reached within 20 days after the determination of Final Working Capital, any disputed items transactions contemplated in this Agreement shall be resolved reported in a manner consistent with the manner described terms of this Agreement, including the Allocation, and that none of them will take any position inconsistent therewith in Section 2.08(bany Tax Return, in any refund claim, in any litigation, or otherwise (and the Seller shall cause its Affiliates to comply with the foregoing). Buyer The Seller and Seller the Purchaser agree to file any additional information return required to be filed pursuant to Section 1060 of cooperate with the Code other in preparing IRS Form 8594, and to treat the Allocation Statement as adjusted in the manner described in Section 2.08(b). (e) Not later than 30 days prior to the filing of their respective Forms 8594 relating to this transaction, each party shall deliver to furnish the other party with a copy of such Form prepared in draft form within a reasonable period before its Form 8594filing due date.

Purchase Price; Allocation of Purchase Price. (a) The purchase price for the Purchased Assets consists of (i) prepayments made by Buyer or its Affiliates pursuant to the terms of agreements currently in place between Affiliates of Buyer (including, without limitation, GTX), on the one hand, and Seller, on the Shares other hand, related to the Platform, including, without limitation, that certain Exclusive Marketing Agreement, dated as of July 14, 2010, by and between Seller and Gain Capital Group LLC, plus (ii) 861,935 shares of Gain Stock, plus (iii) the amounts payable, if any, pursuant to Schedule 2.04(a) hereof (collectively, the “Purchase Price”) is $3,000,000,000 (three billion dollars) in cash). The Purchase Price shall be paid as provided in Section 2.09 ‎2.05 and shall be subject to adjustment as provided in Sections 2.09 and 2.11. Seller shall be treated as receiving a portion of the Purchase Price as agent for its Affiliates actually selling the Purchased Assets and the Shares consistent with the allocation of the Purchase Price pursuant to the Allocation StatementSchedule 2.04(a). (ba) As soon promptly as practicable after the Closing, Buyer shall deliver to Seller a statement (the “Allocation Statement”), allocating the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code) among the Purchased Assets and the Shares in accordance with Section 1060 of the Code and the principles and methodology set forth and illustrated in Section 2.08 of the Disclosure Schedule (the “Allocation Methodology”); provided that the parties may agree to amend or adjust such methodology to the extent that the parties mutually determine necessary to properly reflect the their fair market value of the Purchased Assets and the Sharesvalues. If within 10 days after the delivery of the Allocation Statement Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement because it is inconsistent with the Allocation MethodologyStatement, Buyer and Seller shall use their best commercially reasonable efforts to revise the allocation specified in the Allocation Statement to the mutual satisfaction of Buyer and Seller resolve such dispute within 20 days. In the event that Buyer and Seller are unable to resolve such dispute within 20 days, Buyer and Seller shall jointly retain Deloitte & Touche LLP a nationally recognized expert (the “Accounting Valuation Referee”) to resolve the disputed items and the Accounting Referee shall determine an allocation that is most consistent with the Allocation Methodologyitems. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of such Accounting the Valuation Referee shall be borne equally by Buyer and Seller. If any Taxing Authority or other Governmental Authority requires a third party appraisal of all or part of the Purchased Assets or the Shares, Buyer shall bear the responsibility for obtaining such appraisal and the allocation set forth on the Allocation Statement shall be adjusted to the extent necessary to reflect the results of such appraisal. (cb) Seller and Buyer agree to (i) be bound by the Allocation Statement (as it may be adjusted as provided in Section 2.08(b)) for all Tax purposes and (ii) act in accordance with the allocation established pursuant to Section 2.08(b) Allocation in the preparation, filing and audit of any Tax return (including filing Form 8594 with its federal income Tax return for the taxable year that includes the date of the Closing)return. (dc) If an adjustment is any additional payments are made with respect to the Purchase Price pursuant to Section 2.11Schedule 2.04(a), the Allocation Statement shall be adjusted by mutual agreement of pro rata among the parties in accordance with Section 1060 of the Code and the Allocation Methodology. In the event that an agreement is not reached within 20 days after the determination of Final Working Capital, any disputed items shall be resolved in the manner described in Section 2.08(b). Buyer and Seller agree to file any additional information return required to be filed pursuant to Section 1060 of the Code and to treat the Allocation Statement as adjusted in the manner described in Section 2.08(b)Purchased Assets. (e) Not later than 30 days prior to the filing of their respective Forms 8594 relating to this transaction, each party shall deliver to the other party a copy of its Form 8594.

Purchase Price; Allocation of Purchase Price. (a) The Subject to the adjustments set forth in Section 2.07, the purchase price for the Purchased Assets and shall be $80 million (such amount less the Shares (Employee Amounts, the “"Purchase Price”) is $3,000,000,000 (three billion dollars) in cash"). The Purchase Price Purchaser shall be paid as provided in Section 2.09 and shall be subject to adjustment as provided in Sections 2.09 and 2.11. Seller shall be treated as receiving a portion of deduct $250,000 from the Purchase Price as agent for its Affiliates actually selling the Purchased Assets and the Shares consistent with the allocation in respect of the Purchase Price pursuant commercial activities Tax and sales and use Taxes of the State of Ohio and such amount shall be remitted by the Purchaser to the Allocation Statementappropriate Governmental Authority on a timely basis or at the request of the Seller, if permitted by applicable Law, paid over by the Purchaser to the Seller upon delivery by the Seller to the Purchaser of an official receipt, certification or other statement from the Governmental Authority that such Taxes have been paid to the Governmental Authority on a timely basis or that no such Taxes are due. (b) As soon as practicable after the Closing, Buyer shall deliver to Seller a statement (the “Allocation Statement”), allocating The sum of the Purchase Price (plus and the Assumed Liabilities, to Liabilities and any other consideration payable by the extent properly taken into account under Section 1060 of the Code) Purchaser hereunder shall be allocated among the Purchased Assets and as of the Shares Closing in accordance with Section 1060 of the Code and the principles and methodology set forth and illustrated in Section 2.08 of the Disclosure Schedule Regulations thereunder (the “Allocation Methodology”"Allocation"); provided that . Within 30 Business Days after the parties may agree finalization of any Purchase Price adjustment pursuant to amend or adjust such methodology to the extent that the parties mutually determine necessary to properly reflect the fair market value of the Purchased Assets and the Shares. If within 10 Section 2.07 but in any event, no later than 90 calendar days after the Closing Date, the Purchaser shall provide the Seller with a proposed Allocation for the Seller's review and comment. If the Seller does not provide any comments to the Purchaser in writing within 45 Business Days following delivery by the Purchaser of the proposed Allocation, then the Allocation proposed by the Purchaser shall be deemed to be final and binding absent manifest error. If, however the Seller submits comments to the Purchaser within such 45-Business Day period, the Purchaser and the Seller shall negotiate in good faith to resolve any differences within 30 Business Days. If the Seller and the Purchaser are unable to reach a resolution within such 30-Business Day period, then all remaining disputed items shall be submitted for resolution by an internationally recognized, independent accounting firm mutually selected by the Purchaser and the Seller (the "Allocation Accounting Firm"), which shall make a final determination as to the disputed items within 30 Business Days after such submission, and such determination shall be final, binding and conclusive on the Seller and the Purchaser absent manifest error. The fees and disbursements of the Allocation Statement Accounting Firm shall be shared equally between the Seller notifies Buyer in writing that Seller objects and the Purchaser. Any subsequent adjustments to the allocation set forth sum of the Purchase Price and Assumed Liabilities and any other consideration payable by the Purchaser hereunder shall be reflected in the Allocation Statement because it is inconsistent with the Allocation Methodology, Buyer and Seller shall use their best efforts to revise the allocation specified in the Allocation Statement to the mutual satisfaction of Buyer and Seller within 20 days. In the event that Buyer and Seller are unable to resolve such dispute within 20 days, Buyer and Seller shall jointly retain Deloitte & Touche LLP (the “Accounting Referee”) to resolve the disputed items and the Accounting Referee shall determine an allocation that is most a manner consistent with the Allocation Methodology. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of such Accounting Referee shall be borne equally by Buyer and Seller. If any Taxing Authority or other Governmental Authority requires a third party appraisal of all or part of the Purchased Assets or the Shares, Buyer shall bear the responsibility for obtaining such appraisal and the allocation set forth on the Allocation Statement shall be adjusted to the extent necessary to reflect the results of such appraisal. (c) Seller and Buyer agree to (i) be bound by the Allocation Statement (as it may be adjusted as provided in Section 2.08(b)) and (ii) act in accordance with the allocation established pursuant to Section 2.08(b) in the preparation, filing and audit of any Tax return (including filing Form 8594 with its federal income Tax return for the taxable year that includes the date of the Closing). (d) If an adjustment is made with respect to the Purchase Price pursuant to Section 2.11, the Allocation Statement shall be adjusted by mutual agreement of the parties in accordance with Section 1060 of the Code and the Allocation MethodologyRegulations thereunder. In For all Tax purposes, each of the Purchaser, Parent and the Seller agree that the transactions contemplated in this Agreement shall be reported in a manner consistent with the terms of this Agreement, including the Allocation, and that none of them will take any position inconsistent therewith in any Tax Return, in any refund claim, in any litigation, or otherwise. Each of Parent, and the Seller, on the one hand, and the Purchaser, on the other hand, agrees to cooperate with the other in preparing IRS Form(s) 8594, and to furnish the other with a copy of such Form(s) prepared in draft form within a reasonable period before its filing due date, but in any event that an agreement is not reached within 20 no later than 120 calendar days after the determination of Final Working Capital, any disputed items shall be resolved in the manner described in Section 2.08(b). Buyer and Seller agree to file any additional information return required to be filed pursuant to Section 1060 of the Code and to treat the Allocation Statement as adjusted in the manner described in Section 2.08(b)Closing Date. (e) Not later than 30 days prior to the filing of their respective Forms 8594 relating to this transaction, each party shall deliver to the other party a copy of its Form 8594.

Purchase Price; Allocation of Purchase Price. (a) The Subject to any adjustments set forth in Section 2.07 and payable as set forth in this Article II, the aggregate purchase price for the Purchased Assets and the Shares (the “Purchase Price”) is $3,000,000,000 (three billion dollars) in cash. The Purchase Price shall be paid as provided in Section 2.09 and shall be subject to adjustment as provided in Sections 2.09 and 2.11. Seller shall be treated as receiving a portion of the Purchase Price as agent for its Affiliates actually selling the Purchased Assets and the Shares consistent with covenants contained in Section 5.09 shall be (i) $107,500,000, plus (ii) the allocation Net Working Capital Adjustment Amount (or, minus the absolute value of the Net Working Capital Adjustment Amount if the Net Working Capital Adjustment Amount is a negative number). The Purchaser shall be entitled to deduct from the Purchase Price pursuant any amounts required to be withheld and deducted under the Code or other applicable Tax Law and any amounts so deducted shall be treated as having been paid to the Allocation StatementSeller and shall be remitted by the Purchaser to the appropriate Governmental Authority on a timely basis. (b) As soon as practicable after No earlier than five Business Days and no later than three Business Days prior to the Closing, Buyer the Seller shall deliver to Seller the Purchaser a written statement (the “Allocation Estimated Closing Statement”), allocating ) setting forth its good faith estimate of the Purchase Price (plus Assumed Liabilitiesthe “Estimated Purchase Price”) pursuant to which the Seller shall estimate (i) the Net Working Capital as of the Closing Date and (ii) the Net Working Capital Adjustment Amount, in each case together with a reasonable itemization and reasonable supporting detail. The Seller will make available to the extent properly taken into account under Section 1060 Purchaser and its auditors and advisors all records and work papers used in preparing the statement setting forth the Estimated Purchase Price, and provide reasonable access to members of its accounting and financial staff in connection with the Purchaser’s review thereof. The Seller will review any comments proposed by the Purchaser with respect to the Estimated Closing Statement provided at least one full Business Day prior to the Closing Date, and will consider any appropriate changes with respect to such comments. (c) The sum of the Code) Purchase Price and the Assumed Liabilities shall be allocated among the Purchased Assets and the Shares covenants contained in Section 5.09 as of the Closing Date in accordance with an allocation prepared by the Purchaser in accordance with Section 1060 of the Code and the principles Regulations thereunder (and methodology set forth and illustrated in Section 2.08 any similar provision of the Disclosure Schedule other Tax Law, as appropriate) (the “Allocation MethodologyAllocation”); provided that . The Purchaser shall deliver the parties may agree to amend or adjust such methodology Allocation to the extent that the parties mutually determine necessary to properly reflect the fair market value of the Purchased Assets and the Shares. If Seller within 10 90 days after the delivery Closing Date. Any subsequent adjustments to the sum of the Allocation Statement Seller notifies Buyer in writing that Seller objects to Purchase Price and the allocation set forth Assumed Liabilities shall be reflected in the Allocation Statement because it is inconsistent with the Allocation Methodology, Buyer and Seller shall use their best efforts to revise the allocation specified in the Allocation Statement to the mutual satisfaction of Buyer and Seller within 20 days. In the event that Buyer and Seller are unable to resolve such dispute within 20 days, Buyer and Seller shall jointly retain Deloitte & Touche LLP (the “Accounting Referee”) to resolve the disputed items and the Accounting Referee shall determine an allocation that is most a manner consistent with the Allocation Methodology. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of such Accounting Referee shall be borne equally by Buyer and Seller. If any Taxing Authority or other Governmental Authority requires a third party appraisal of all or part of the Purchased Assets or the Shares, Buyer shall bear the responsibility for obtaining such appraisal and the allocation set forth on the Allocation Statement shall be adjusted to the extent necessary to reflect the results of such appraisal. (c) Seller and Buyer agree to (i) be bound by the Allocation Statement (as it may be adjusted as provided in Section 2.08(b)) and (ii) act in accordance with the allocation established pursuant to Section 2.08(b) in the preparation, filing and audit of any Tax return (including filing Form 8594 with its federal income Tax return for the taxable year that includes the date of the Closing). (d) If an adjustment is made with respect to the Purchase Price pursuant to Section 2.11, the Allocation Statement shall be adjusted by mutual agreement of the parties in accordance with Section 1060 of the Code and the Allocation MethodologyRegulations thereunder. In For all Tax purposes, the event Purchaser and the Seller agree that an agreement is not reached within 20 days after the determination of Final Working Capital, any disputed items transactions contemplated in this Agreement shall be resolved reported in a manner consistent with the manner described terms of this Agreement, including the Allocation, and that none of them will take any position inconsistent therewith in Section 2.08(b)any Tax Return, in any refund claim, in any litigation, or otherwise. Buyer The Seller shall timely and Seller agree properly prepare, execute, file and deliver all documents, forms and other information as the Purchaser may reasonably request to file any additional information return required to be filed pursuant to Section 1060 of prepare the Code and to treat the Allocation Statement as adjusted in the manner described in Section 2.08(b)Allocation. (e) Not later than 30 days prior to the filing of their respective Forms 8594 relating to this transaction, each party shall deliver to the other party a copy of its Form 8594.

Purchase Price; Allocation of Purchase Price. (a) The purchase price for the Purchased Assets and the Shares (the “Purchase Price”) is consists of: (i) an amount in cash (such amount, the “Cash Consideration”) equal to (A) $3,000,000,000 113,463,178.20 plus (three billion dollarsA) the excess, if any, of (x) the Closing Working Capital over (y) the Target Closing Working Capital minus (C) the Seller Transaction Expenses minus (D) the Customer Deposits Amount minus (E) the excess, if any of (x) the Target Working Capital over (y) the Closing Working Capital; plus (ii) any Earn-Out Amounts payable in cash. accordance with ‎Section 2.12. (b) The Purchase Price Cash Consideration shall be paid as provided in Section 2.09 ‎Section 2.07 and shall be subject to adjustment as provided in Sections 2.09 and 2.11‎Section 2.10. Seller For the avoidance of doubt, Buyer shall be treated as receiving a portion entitled to permanently set-off (and reduce) the amount of the Purchase Price as agent for its Affiliates actually selling the Purchased Assets and the Shares consistent with the allocation of the Purchase Price any payment to be made pursuant to this Agreement (including pursuant to ‎Section 2.06(a)) or any other Transaction Document by the Allocation Statementamount of any payments made by Buyer in respect of any Seller Transaction Expenses or Indebtedness. (bc) As soon promptly as practicable after the Closingdetermination of Final Cash Consideration, Buyer shall deliver to Seller a statement (the “Initial Allocation Statement”), allocating the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code1060, as applicable) among the Purchased Assets and the Shares in accordance with Section 1060 of the Code and the principles and methodology set forth and illustrated in Section 2.08 of the Disclosure Schedule (the “Allocation Methodology”); provided that the parties may agree to amend or adjust such methodology to the extent that the parties mutually determine necessary to properly reflect the fair market value of the Purchased Assets and the SharesCode. If within 10 days after the delivery of the Initial Allocation Statement Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Initial Allocation Statement because it (and if no such notice is inconsistent with timely delivered, Seller shall be deemed to have agreed to the Initial Allocation MethodologyStatement as delivered by Buyer), Buyer and Seller shall use their best commercially reasonable efforts to revise the allocation specified in the Allocation Statement to the mutual satisfaction of Buyer and Seller resolve such dispute within 20 days. In the event that Buyer and Seller are unable to resolve such dispute within 20 days, Buyer and Seller shall jointly retain Deloitte & Touche LLP a nationally recognized accounting firm (the “Accounting Referee”) to resolve the disputed items and the Accounting Referee shall determine an allocation that is most consistent with the Allocation Methodologyitems. Upon resolution of the disputed items, the allocation reflected on the Initial Allocation Statement shall be adjusted to reflect such resolution, and the Initial Allocation Statement, as so adjusted (or as so agreed by Buyer and Seller) shall be the “Final Allocation Statement”. The costs, fees and expenses of such the Accounting Referee shall be borne equally by Buyer and Seller. If any Taxing Authority or other Governmental Authority requires a third party appraisal of all or part of the Purchased Assets or the Shares, Buyer shall bear the responsibility for obtaining such appraisal and the allocation set forth on the Allocation Statement shall be adjusted to the extent necessary to reflect the results of such appraisal. (cd) Seller and Buyer agree Each Party agrees to (i) be bound by the Allocation Statement (as it may be adjusted as provided in that is finally determined pursuant to Section 2.08(b2.06(c)) , whether by the Parties or the Accounting Referee, and (iii) act in accordance with the allocation established pursuant to Section 2.08(b) Final Allocation Statement in the preparation, filing and audit of any Tax return Return (including including, in the case of Buyer and Seller, filing Form 8594 with its federal income Tax return Return for the taxable year that includes the date of the Closing). (de) If an adjustment is additional payments are made with respect to the Purchase Price pursuant to Section 2.112.12 (Earn-Out Amounts), the Allocation Statement shall be adjusted by mutual agreement of the parties in accordance with Section 1060 of the Code and pursuant to the Allocation Methodology. In the event that an agreement is not reached within 20 days after the determination of Final Working Capital, any disputed items shall be resolved in the manner described procedures set forth in Section 2.08(b2.06(c). Buyer , mutatis mutandis, and Seller agree to file any additional information return required to be filed pursuant to Section 1060 of the Code and to Parties shall treat the such adjusted Allocation Statement as adjusted in the manner described in Section 2.08(b)Final Allocation Statement for all purposes of hereunder. (ef) Not later than 30 days prior to the filing of their respective Forms 8594 relating to this transaction, each party of Buyer and Seller shall deliver to the other party a copy of its the Form 85948594 it proposes to file.

Purchase Price; Allocation of Purchase Price. (a) The purchase price for the Purchased Assets and (including, for the Shares avoidance of doubt, any Delayed Assets) (the “Purchase Price”) is $3,000,000,000 20,230,000 in cash (three billion dollarsthe “Cash Consideration”), the assumption of the Assumed Liabilities (the “Debt Consideration”) in cashand 601,969 shares of Common Stock (the “Stock Consideration”). The Purchase Price shall be paid as provided in Section 2.09 2.08 and shall be subject to adjustment as provided in Sections 2.09 and Section 2.11. Seller shall be treated as receiving a portion of the Purchase Price as agent for its Affiliates actually selling the Purchased Assets and the Shares consistent with the allocation of the Purchase Price pursuant to the Allocation Statement. (b) As soon promptly as practicable after the Closing, Buyer but not later than 45 days, the Company shall deliver to Seller a statement (the “Allocation Statement”), allocating the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under Section 1060 each of the Code) among the Purchased Assets Cash Consideration and the Shares in accordance with Section 1060 of the Code and the principles and methodology set forth and illustrated in Section 2.08 of the Disclosure Schedule (the “Allocation Methodology”); provided that the parties may agree Stock Consideration to amend or adjust such methodology to the extent that the parties mutually determine necessary to properly reflect the fair market value each of the Purchased Assets and the Sharesin accordance with Applicable Law. If within 10 30 days after the delivery of the Allocation Statement Seller notifies Buyer the Company in writing that Seller objects to the allocation set forth in the Allocation Statement because it is inconsistent with Statement, Seller and the Allocation Methodology, Buyer and Seller Company shall use their best commercially reasonable efforts to revise the allocation specified in the Allocation Statement to the mutual satisfaction of Buyer and Seller resolve such dispute within 20 15 days. In the event that Buyer Seller and Seller the Company are unable to resolve such dispute within 20 15 days, Buyer Seller and Seller the Company shall jointly retain Deloitte & Touche LLP a nationally recognized accounting firm (the “Accounting Referee”) to resolve the disputed items and the Accounting Referee shall determine an allocation that is most consistent with the Allocation Methodologyitems. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of such the Accounting Referee shall be borne equally by Buyer the Company and Seller. If any Taxing Authority or other Governmental Authority requires a third party appraisal of all or part of the Purchased Assets or the Shares, Buyer shall bear the responsibility for obtaining such appraisal and the allocation set forth on the Allocation Statement shall be adjusted to the extent necessary to reflect the results of such appraisal. (c) Seller and Buyer the Company agree to (i) be bound by the Allocation Statement (as it may be adjusted as provided in Section 2.08(b)) and (ii) act in accordance with the allocation established pursuant to Section 2.08(b) Allocation Statement in the preparation, filing and audit of any Tax return (including filing Form 8594 with its federal income Tax return for the taxable year that includes the date of the Closing)return, except as otherwise required by Applicable Law or a Taxing Authority. (d) If an adjustment is made with respect to the Purchase Price pursuant to Section 2.112.11 or ARTICLE 11, the Allocation Statement shall be adjusted as mutually agreed by mutual agreement of the parties in accordance with Section 1060 of the Code Buyer and the Allocation MethodologySeller. In the event that an agreement is not reached within 20 15 days after the determination of Final Working Capital, any disputed items shall be resolved in the manner described in Section 2.08(b2.07(b). Buyer Seller and Seller the Company agree to file any additional information return required to be filed pursuant to Treasury Regulation Section 1060 of the Code 1.351-3 and to treat the Allocation Statement as adjusted in the manner described in Section 2.08(b2.07(b). (e) Not later than 30 days prior to the filing of their respective Forms 8594 relating to this transaction, each party shall deliver to the other party a copy of its Form 8594.

Purchase Price; Allocation of Purchase Price. (a) The purchase price for the purchase of the Purchased Assets and the Shares shall be $650 million (the “"Purchase Price”) is $3,000,000,000 (three billion dollars) in cash"). The Closing Date Cash Amount shall be the Purchase Price shall be paid less the sum of the following: (v) the Closing Date Estimated Capital Lease Obligations (as provided set forth in Section 2.09 and shall be subject a schedule delivered by Sellers to adjustment as provided in Sections 2.09 and 2.11. Seller shall be treated as receiving a Buyer at least five (5) Business Days prior to the Closing Date), (w) any portion of the Purchase Price Laker Prepayment Amount not paid by Sellers prior to the Closing Date, (x), the Closing Date Vacation Liability Estimated Amount (as agent for its Affiliates actually selling set forth in a schedule delivered by Sellers to Buyer at least five (5) Business Days prior to the Purchased Assets Closing Date), (y) the Closing Date Bonus Liability Estimated Amount (as set forth in a schedule delivered by Sellers to Buyer at least five (5) Business Days prior to the Closing Date), and (z) any portion of the Shares consistent with A&P Grant not expended by Sellers pursuant to Section 5.01(q) prior to the Closing Date. (b) The allocation of the Purchase Price plus the adjustments to such amount prescribed by Sections 2.09, 2.10, 2.11 and 2.12 shall be determined pursuant to an appraisal report in form and substance satisfactory to Sellers and Buyer, drafts of which, including the Allocation Statement. (b) As soon as practicable after the Closingfinal draft, are to be delivered simultaneously to Buyer shall deliver to Seller a statement and Sellers (the “Allocation Statement”)"Appraisal Report") prepared by Bond & Pecaro. The cost of the Appraisal Report shall be paid one-half by Bu▇▇▇ ▇▇d one-half by Sellers. Buyer and Sellers hereby covenant and agree that the values assigned to the Purchased Assets in the final Appraisal Report shall be conclusive and final for all Tax purposes subject to adjustment for any indemnification payments made pursuant to this Agreement. Buyer and Sellers further covenant and agree not to take any position on any Tax Return or before any Governmental Authority charged with the collection of any Taxes or in any judicial proceeding that is in any way inconsistent with the allocation determined by the Appraisal Report, allocating the Purchase Price (plus Assumed Liabilities, except to the extent properly taken into account under Section 1060 of the Code) among the Purchased Assets and the Shares in accordance with Section 1060 of the Code and the principles and methodology set forth and illustrated in Section 2.08 of the Disclosure Schedule (the “Allocation Methodology”); provided that the parties may agree to amend or adjust such methodology to the extent that the parties mutually determine necessary to properly reflect the fair market value of the Purchased Assets and the Sharesrequired by any Governmental Authority. If within 10 days after the delivery of the Allocation Statement Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement because it is inconsistent with the Allocation Methodology, Buyer and Seller Sellers shall use file with their best efforts to revise respective federal income tax returns for the allocation specified tax year in which the Allocation Statement to the mutual satisfaction of Buyer Closing occurs an IRS Form 8824 (and Seller within 20 days. In the event that Buyer and Seller are unable to resolve such dispute within 20 days, Buyer and Seller shall jointly retain Deloitte & Touche LLP (the “Accounting Referee”an IRS Form 8594) to resolve the disputed items and the Accounting Referee shall determine an allocation that is most in a manner consistent with the Allocation Methodology. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of such Accounting Referee shall be borne equally by Buyer and Seller. If any Taxing Authority or other Governmental Authority requires a third party appraisal of all or part of the Purchased Assets or the Shares, Buyer shall bear the responsibility for obtaining such appraisal and the allocation set forth on the Allocation Statement shall be adjusted to the extent necessary to reflect the results of such appraisalAppraisal Report. (c) Seller and Buyer agree to (i) be bound by the Allocation Statement (as it may be adjusted as provided in Section 2.08(b)) and (ii) act in accordance with the allocation established pursuant to Section 2.08(b) in the preparation, filing and audit of any Tax return (including filing Form 8594 with its federal income Tax return for the taxable year that includes the date of the Closing). (d) If an adjustment is made with respect to the Purchase Price pursuant to Section 2.11, the Allocation Statement shall be adjusted by mutual agreement of the parties in accordance with Section 1060 of the Code and the Allocation Methodology. In the event that an agreement is not reached within 20 days after the determination of Final Working Capital, any disputed items shall be resolved in the manner described in Section 2.08(b). Buyer and Seller agree to file any additional information return required to be filed pursuant to Section 1060 of the Code and to treat the Allocation Statement as adjusted in the manner described in Section 2.08(b). (e) Not later than 30 days prior to the filing of their respective Forms 8594 relating to this transaction, each party shall deliver to the other party a copy of its Form 8594.

Purchase Price; Allocation of Purchase Price. (a) The purchase price for Subject to the Purchased terms and conditions of this Agreement, in consideration of the Transferred Assets and in reliance on the Shares representations, warranties and covenants of Seller contained herein, Purchaser on its own behalf and, as applicable, as agent for its designated Subsidiaries, shall (i) assume and shall pay, perform and discharge, when due, the Assumed Liabilities, and (ii) pay to Seller an amount of cash equal to $108,575,000 (the “Purchase Price”) is $3,000,000,000 (three billion dollars) in cash. The Purchase Price shall be paid as provided in Section 2.09 and shall be subject to adjustment as provided in Sections 2.09 and 2.11. Seller shall be treated as receiving a portion of the Purchase Price as agent for its Affiliates actually selling the Purchased Assets and the Shares consistent with the allocation of the Purchase Price pursuant to the Allocation Statement). (b) As soon as practicable after Within one hundred and twenty (120) calendar days of the ClosingClosing Date, Buyer Seller shall deliver to Seller Purchaser for Purchaser’s review and comment a statement draft certificate which shall reasonably allocate the Purchase Price, the Assumed Liabilities and any other amounts properly treated as consideration for U.S. federal income tax purposes in accordance with the Allocation Laws (the “Allocation StatementCertificate”). The Parties shall negotiate in good faith to resolve any disagreement as to the Allocation Certificate, allocating which shall become final upon written agreement of the Parties. If the Parties do not agree on an allocation in the sixty (60) calendar days following the date Purchaser received the Allocation Certificate, the Parties shall submit the dispute with respect to the Allocation Certificate to an independent accountant jointly selected by Seller and Purchaser. The independent accountant will determine the allocation of its fees and expenses between Purchaser and Seller based on the inverse of the percentage that the independent accountant’s resolution of the disputed items (before such allocation) bears to the total amount of the disputed items as originally submitted to the independent accountant. For example, if the total amount of the disputed items as originally submitted to the independent accountant equal $1,000 and the independent accountant awards $600 in favor of Seller’s position, 60% of the fees and expenses of the independent accountant would be borne by Purchaser and 40% of the fees and expenses of the independent accountant would be borne by Seller. If the Purchase Price (plus Assumed Liabilitiesis adjusted pursuant to this Agreement, to the extent properly taken into account under Section 1060 of the Code) among the Purchased Assets final Allocation Certificate shall be adjusted as appropriate and the Shares Parties shall cooperate in accordance with Section 1060 making any such adjustments. Except as otherwise required by a final determination within the meaning of section 1313(a) of the Code (or comparable provision of state, local or non-U.S. Law), neither Purchaser nor Seller shall (and the principles and methodology set forth and illustrated in Section 2.08 of the Disclosure Schedule (the “Allocation Methodology”); provided that the parties may agree to amend or adjust such methodology to the extent that the parties mutually determine necessary to properly reflect the fair market value of the Purchased Assets and the Shares. If within 10 days after the delivery of the Allocation Statement Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement because it is neither Party shall permit its respective Affiliates to) take a position inconsistent with the Allocation MethodologyCertificate (as finally agreed or as finally determined by the independent accountant), Buyer and Seller shall use their best efforts including on any Tax Return or filings (including any forms required to revise the allocation specified in be filed pursuant to the Allocation Statement to the mutual satisfaction Laws, or in connection with any audits or examinations by any Governmental Authority). Each of Buyer Seller and Seller within 20 days. In the event that Buyer and Seller are unable to resolve such dispute within 20 days, Buyer and Seller Purchaser shall jointly retain Deloitte & Touche LLP (the “Accounting Referee”) to resolve the disputed items and the Accounting Referee shall determine an allocation that is most consistent reasonably cooperate with each other in preparing IRS Form 8594 or any equivalent statements required by any Governmental Authority charged with the Allocation Methodology. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of such Accounting Referee shall be borne equally by Buyer and Seller. If any Taxing Authority or other Governmental Authority requires a third party appraisal of all or part of the Purchased Assets or the Shares, Buyer shall bear the responsibility for obtaining such appraisal and the allocation set forth on the Allocation Statement shall be adjusted to the extent necessary to reflect the results of such appraisal. (c) Seller and Buyer agree to (i) be bound by the Allocation Statement (as it may be adjusted as provided in Section 2.08(b)) and (ii) act in accordance with the allocation established pursuant to Section 2.08(b) in the preparation, filing and audit collection of any Tax return (including filing Form 8594 with its federal income Tax return for the taxable year that includes the date filing, including any amendments to such forms required as a result of the Closing). (d) If an any adjustment is made with respect to the Purchase Price pursuant to Section 2.11this Agreement, the Allocation Statement shall be adjusted by mutual agreement of the parties in accordance with Section 1060 of the Code and the Allocation Methodology. In the event that an agreement is not reached within 20 days after the determination of Final Working Capital, any disputed items shall be resolved in the manner described in Section 2.08(b). Buyer and Seller agree to file any additional information return required to be filed pursuant to Section 1060 of the Code and to treat the Allocation Statement as adjusted in the manner described in Section 2.08(b)a reasonable period before its filing due date. (e) Not later than 30 days prior to the filing of their respective Forms 8594 relating to this transaction, each party shall deliver to the other party a copy of its Form 8594.

Purchase Price; Allocation of Purchase Price. (a) The purchase price for the Purchased Assets under this Agreement shall be an amount equal to the sum of the Cash Purchase Price and the Preferred Shares Purchase Price (the “Purchase Price”) is $3,000,000,000 (three billion dollars) in cash). The Adjusted Cash Purchase Price shall be paid by Buyer in accordance with Section 2.4 at Closing in U.S. Dollars by wire transfer in same day funds to one or more bank accounts of Seller (the details of which shall be provided by Seller to Buyer by written notice given at least three (3) Business Days prior to Closing) or as otherwise provided in Section 2.09 and 2.4. The Preferred Shares Purchase Price shall be subject delivered by Buyer to adjustment as provided in Sections 2.09 and 2.11. Seller shall be treated as receiving a portion of the Purchase Price as agent for its Affiliates actually selling the Purchased Assets and the Shares consistent Escrow Agent at Closing in accordance with the allocation of the Purchase Price pursuant to the Allocation StatementSection 2.4. (b) As soon as practicable after the Closing, Seller and Buyer shall deliver to Seller a statement (the “Allocation Statement”), allocating agree that the Purchase Price (plus Assumed Liabilities, to a portion of which is based upon the extent properly taken into account under Section 1060 fair market value of the CodePreferred Shares, as determined based upon a valuation to be provided by Ernst & Young, LLP or as otherwise agreed by Buyer and Seller) and any other items constituting consideration for federal and applicable state income Tax purposes will be allocated among the Purchased Assets and the Shares in accordance with Section 1060 of the Code and the principles and methodology set forth and illustrated in Section 2.08 of the Disclosure Schedule Treasury Regulations promulgated thereunder (the “Allocation MethodologyTax Allocation”); provided that the parties may agree . In making such allocation with respect to amend or adjust such methodology any hedge arrangements, current market information will be used to the extent that the parties mutually determine necessary to properly reflect the fair market value of the Purchased Assets and the Sharesvalue. If within 10 No later than sixty (60) days after the delivery Closing Date, Buyer shall prepare and deliver to Seller, for Seller’s review and approval, a draft of the Allocation Statement Tax Allocation. Seller notifies and Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement because it is inconsistent with the Allocation Methodology, Buyer and Seller shall use their best commercially reasonable efforts to revise the allocation specified in the Allocation Statement to the mutual satisfaction of Buyer and Seller within 20 daysagree on a final Tax Allocation. In the event that If Buyer and Seller are unable to resolve agree on such dispute final Tax Allocation within 20 daysthirty (30) days after the delivery by Buyer of the draft Tax Allocation, Buyer and Seller shall jointly retain Deloitte & Touche LLP an Independent Accountant (the “Accounting Referee”which may in turn select an appraiser if needed) to resolve the disputed items item. The cost of such Independent Accountant (and appraiser) shall be borne fifty percent (50%) by Buyer and fifty percent (50%) by Seller. Seller and Buyer agree to report the Accounting Referee shall determine an allocation that is most transactions contemplated by this Agreement consistent with the Allocation Methodology. Upon resolution Tax Allocation, as agreed to or as determined by the Independent Accountant, and as amended from time to time based on any adjustments to the Purchase Price, on any Tax Return, including Internal Revenue Service Form 8594, unless otherwise required by a final determination as defined in Section 1313 of the disputed itemsCode. Each Party agrees to promptly advise the other Party regarding the existence of any Tax audit, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of such Accounting Referee shall be borne equally by Buyer and Seller. If any Taxing Authority controversy or other Governmental Authority requires a third party appraisal of all or part of the Purchased Assets or the Shares, Buyer shall bear the responsibility for obtaining such appraisal and the allocation set forth on the Allocation Statement shall be adjusted litigation related to the extent necessary to reflect the results of such appraisalTax Allocation. (c) Seller and Buyer agree to The Cash Purchase Price shall be adjusted at Closing as follows (as so adjusted, the “Adjusted Cash Purchase Price”): (i) The Cash Purchase Price shall be bound adjusted upward by the Allocation Statement following amounts (without duplication of any amounts): (A) an amount equal to the value (based upon the Contract price in effect as it may of the Effective Time or the most recent sales price received by Seller for similar Hydrocarbons in the same area if there is no Contract price in effect as of the Effective Time) of all Hydrocarbons produced from the Assets in storage or existing in stock tanks, pipelines and/or plants (including inventory) above the pipeline connection or upstream of the sales meter, as applicable, as of the Effective Time, less amounts payable as royalties, overriding royalties and other burdens upon, measured by or payable out of such production; (B) an amount equal to all Operating Expenses and all other costs and expenses paid, incurred or accrued by Seller or Eagle Energy Company of Oklahoma, LLC (or its subsidiaries), that are directly attributable or related to the Assets from and after the Effective Time (whether paid before or after the Effective Time and including any deposits and pre-payments related to any of the Related Contracts), including (1) royalties and other burdens upon, measured by or payable out of proceeds of production and (2) rentals and other lease maintenance payments; (C) the amount of all Property Taxes prorated to Buyer in accordance with Section 5.6(b) but paid (or payable) by Seller (or any of its Affiliates); (D) an amount equal to the Closing Title Benefit Adjustment Amount; (E) the Post-Execution Option Lease Amount, if any; (F) all amounts required to be adjusted paid by Seller to hedge counterparties due to the termination of any ▇▇▇▇▇▇ in effect on the Execution Date; and (G) any other amount provided for elsewhere in this Agreement or otherwise agreed upon in writing by Seller and Buyer, in each case, as provided in Section 2.08(b)) and an upward adjustment to the Purchase Price. (ii) act in accordance with The Cash Purchase Price shall be adjusted downward by the allocation established pursuant to Section 2.08(b) in the preparation, filing and audit following amounts (without duplication of any Tax return amounts): (including filing Form 8594 with A) an amount equal to all proceeds received by Seller and its federal income Tax return for Affiliates and attributable to the taxable year that includes the date ownership or operation of the Closing). Assets during the Interim Period, including from the sale of Hydrocarbons produced from the Assets or allocable thereto during the Interim Period, net of all costs and expenses (d) If other than Operating Expenses and any other costs or expenses, in each case, taken into account in calculating an adjustment is made with respect to the Purchase Price pursuant to Section 2.112.2(c)(i)(B)) incurred in earning or receiving such proceeds, in each case, to the Allocation Statement shall be adjusted by mutual agreement extent the same are not reimbursed to Seller; (B) an amount equal to the Closing Environmental Defect Adjustment Amount and the Closing Title Defect Adjustment Amount; (C) the amount of the parties all Property Taxes prorated to Seller in accordance with Section 1060 of the Code and the Allocation Methodology. In the event that an agreement is not reached within 20 days after the determination of Final Working Capital, any disputed items shall be resolved in the manner described in Section 2.08(b). Buyer and Seller agree to file any additional information return 5.6(b) but paid (or payable) by Buyer; (D) all amounts required to be filed pursuant paid to Section 1060 Seller by hedge counterparties due to the termination of any ▇▇▇▇▇▇ in effect on the Code and to treat the Allocation Statement as adjusted in the manner described in Section 2.08(b).Execution Date; and (eE) Not later than 30 days prior any other amount provided for elsewhere in this Agreement or otherwise agreed upon in writing by Seller and Buyer, in each case, as a downward adjustment to the filing of their respective Forms 8594 relating to this transaction, each party shall deliver to the other party a copy of its Form 8594Purchase Price.

Purchase Price; Allocation of Purchase Price. (a) The Subject to the adjustments set forth in Section 2.07, the aggregate purchase price (the "Purchase Price") to be paid by the Purchaser for the Purchased Assets shall be as follows: (i) cash in the amount of $50,000,000 plus the Net Working Capital Excess Amount, minus the "Equity Value" (as set forth on Schedule 5.19 attached hereto) of any Excluded Owned Real Property and the Shares (the “Purchase Price”ii) is shares of newly issued Purchaser Common Stock with a value of $3,000,000,000 (three billion dollars) 4,000,000 in cashaccordance with Section 2.06. The Purchase Price shall be shares of Purchaser Common Stock paid as provided consideration for the Purchased Assets in accordance with Section 2.09 and 2.06 are referred to herein as the "Payment Shares". In lieu of issuing a fraction of a Payment Share, the Purchaser shall round up the number of shares to be subject delivered to adjustment as provided in Sections 2.09 and 2.11the Seller pursuant to Section 2.06(b) to the next whole number. Seller The Purchaser shall be treated as receiving a portion of deduct from the Purchase Price as agent for its Affiliates actually selling (including any amounts payable under Section 2.07) any amounts required to be withheld and deducted under the Purchased Assets Code or other applicable Tax Law. Any amounts so deducted shall be remitted by the Purchaser to the appropriate Governmental Authority on a timely basis. (b) Prior to the Closing Date, the Seller and the Shares consistent with the Purchaser shall use reasonable best efforts to agree on an allocation of the Purchase Price pursuant to the Allocation Statement. (b) As soon as practicable after the Closing, Buyer shall deliver to Seller a statement (the “Allocation Statement”), allocating the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code"Allocation") among the Purchased Assets and the Shares Assumed Liabilities in accordance with Section 1060 of the Code and the principles and methodology set forth and illustrated in Section 2.08 of the Disclosure Schedule (the “Allocation Methodology”); provided that the parties may agree to amend or adjust such methodology to the extent that the parties mutually determine necessary to properly reflect the fair market value of the Purchased Assets and the Shares. If within 10 days after the delivery of the Allocation Statement Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement because it is inconsistent with the Allocation Methodology, Buyer and Seller shall use their best efforts to revise the allocation specified in the Allocation Statement to the mutual satisfaction of Buyer and Seller within 20 daysTreasury Regulations promulgated thereunder. In the event that Buyer the Allocation is not completed before the Closing, the Seller and Seller are unable the Purchaser shall negotiate in good faith to resolve such dispute any differences within 20 30 days, Buyer and Seller shall jointly retain Deloitte & Touche LLP (. To the “Accounting Referee”) extent that an amount allocated to resolve the disputed items and the Accounting Referee shall determine an allocation that is most consistent with a Purchased Asset pursuant to the Allocation Methodology. Upon resolution results in the Seller's recognition of ordinary income under Section 1245 of the disputed itemsCode, the allocation reflected on parties acknowledge and agree that the Allocation Statement Purchaser shall pay to the Seller an amount such that the Seller would be adjusted in the same after-Tax position as if it were not required to reflect such resolution. The costs, fees and expenses of such Accounting Referee shall be borne equally by Buyer and Seller. If any Taxing Authority or other Governmental Authority requires a third party appraisal of all or part recognize ordinary income under Section 1245 of the Purchased Assets or the Shares, Buyer shall bear the responsibility for obtaining such appraisal and the allocation set forth on the Allocation Statement shall be adjusted to the extent necessary to reflect the results of such appraisal. (c) Seller and Buyer agree to (i) be bound by the Allocation Statement (as it may be adjusted as provided in Section 2.08(b)) and (ii) act in accordance with the allocation established pursuant to Section 2.08(b) in the preparation, filing and audit of any Tax return (including filing Form 8594 with its federal income Tax return for the taxable year that includes the date of the Closing). (d) If an adjustment is made with respect Code. Any subsequent adjustments to the Purchase Price pursuant to Section 2.11, shall be reflected in the Allocation Statement shall be adjusted by mutual agreement of the parties in accordance a manner consistent with Section 1060 of the Code and the Allocation MethodologyTreasury Regulations promulgated thereunder. In For all Tax purposes, the event Purchaser and the Seller agree that an agreement is not reached within 20 days after the determination of Final Working Capital, any disputed items transactions contemplated in this Agreement shall be resolved reported in a manner consistent with the manner described terms of this Agreement, including the Allocation, and that none of them will take any position inconsistent therewith in Section 2.08(b)any Tax Return, in any refund claim, in any litigation, or otherwise. Buyer and Seller agree to file any additional information return required to be filed pursuant to Section 1060 Each of the Code Seller and the Purchaser agrees to cooperate with the other in preparing IRS Form 8594, and to treat the Allocation Statement as adjusted in the manner described in Section 2.08(b). (e) Not later than 30 days prior to the filing of their respective Forms 8594 relating to this transaction, each party shall deliver to furnish the other party with a copy of such Form prepared in draft form within a reasonable period before its Form 8594filing due date.

Purchase Price; Allocation of Purchase Price. (a) The Subject to the terms and conditions of this Agreement, the purchase price for of the Interests and the Purchased Assets is payable as follows: (i) Buyer shall pay to Parent at the Closing, for the benefit of Parent and Sellers, the amount of $750,000,000 in cash ("Cash Purchase Price"); and (ii) Buyer shall assume the Assumed Liabilities at the Closing. The Cash Purchase Price and the Shares (Assumed Liabilities are collectively referred to herein as the “"Purchase Price”." (b) is $3,000,000,000 (three billion dollars) in cash. The Cash Purchase Price shall be paid at the Closing by wire transfer in immediately available funds to a bank account designated to Buyer in writing by Parent no later than three (3) Business Days prior to the Closing. (c) As soon as provided practicable, and in Section 2.09 any event not later than one hundred eighty (180) days after the Closing, Parent shall provide for Buyer's review and shall be subject to adjustment as provided in Sections 2.09 and 2.11. Seller shall be treated as receiving comments a portion of the Purchase Price as agent for its Affiliates actually selling the Purchased Assets and the Shares consistent with the proposed allocation of the Purchase Price pursuant Price, as adjusted for federal income Tax purposes to the Allocation Statement. (b) As soon as practicable after the Closing, Buyer shall deliver to Seller a statement (the “Allocation Statement”), allocating the Purchase Price (plus Assumed Liabilities, to the extent properly taken take into account under Section 1060 the liabilities of the Code) Transferred Subsidiaries, by country, by Transferred Subsidiary as applicable, and among the Purchased Assets and the Shares assets of the Transferred Subsidiaries by asset category in accordance with the principles of Section 1060 of the Code and the principles and methodology set forth and illustrated in Section 2.08 of the Disclosure Schedule (the “Allocation Methodology”"Proposed Allocation"); provided that . Buyer shall have the parties may agree right to amend consent or adjust such methodology object to the extent that Proposed Allocation during the parties mutually determine necessary to properly reflect the fair market value of the Purchased Assets and the Shares. If within 10 days after the thirty (30) day period immediately following delivery of the Allocation Statement Seller notifies Proposed Allocation. If Buyer delivers a notice of objection to Parent during that thirty (30) day period, Parent and Buyer shall negotiate in writing that Seller objects good faith to resolve their differences with respect to the Proposed Allocation. If Buyer makes no objection during that thirty (30) day period or Parent and Buyer agree on an allocation set forth in within the thirty (30) day period following Buyer's delivery of such a notice of objection, the Proposed Allocation Statement because it is inconsistent with or the Allocation Methodologyagreed allocation, as applicable, shall be final and binding on Parent, on behalf of itself and Sellers, and Buyer (the "Agreed-Upon Allocation"). If Parent and Seller shall use their best efforts to revise the allocation specified in the Allocation Statement to the mutual satisfaction of Buyer and Seller within 20 days. In the event that Buyer and Seller are unable to resolve such dispute reach agreement on the Proposed Allocation within 20 days, Buyer and Seller shall jointly retain Deloitte & Touche LLP thirty (30) days following the “Accounting Referee”) delivery to resolve Parent of Buyer's notice of objection to the disputed items and the Accounting Referee shall determine an allocation that is most consistent with the Allocation Methodology. Upon resolution of the disputed itemsProposed Allocation, the allocation reflected on shall be determined by an internationally-recognized independent accounting firm mutually selected by Buyer and Parent (the "Allocation Accounting Firm") using customary valuation methodologies; provided, however, that the Allocation Statement Accounting Firm shall be adjusted make its determination within thirty (30) days following the date on which the Allocation Accounting Firm is selected pursuant to reflect such resolutionthis Section 2.03(c). The costsdetermination made by the Allocation Accounting Firm of the allocation shall be, absent manifest error, final and binding on Parent, on behalf of itself and Sellers, and Buyer (the "Final Allocation"). The fees and expenses of such the Allocation Accounting Referee Firm shall be borne shared equally between Parent and Buyer. The Agreed-Upon Allocation and the Final Allocation, as applicable, may be revised by mutual agreement between the Buyer and Sellerthe Parent, from time to time, prior to and following the Closing so as to reflect any matters that need updating (including Purchase Price adjustments, if any). If any Taxing Authority or other Governmental Authority requires a third party appraisal Parent, on behalf of all or part of the Purchased Assets or the Sharesitself and Sellers, and Buyer shall bear the responsibility for obtaining such appraisal and acknowledge that the allocation set forth on shall be done at arm's length based upon a good faith determination of fair market values, subject to final determination by the Allocation Statement shall be adjusted to the extent necessary to reflect the results of such appraisalAccounting Firm, if applicable. (cd) Seller Each of Parent, Buyer and Buyer agree to each of their respective Affiliates shall (i) be bound by the Agreed-Upon Allocation Statement (or Final Allocation, as it may be adjusted as provided in Section 2.08(b)) applicable, for purposes of determining any Taxes, and (ii) act in accordance prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on a basis consistent with the allocation established pursuant to Section 2.08(b) Agreed-Upon Allocation or Final Allocation, as applicable. None of Parent, Buyer or their respective Affiliates shall take any position inconsistent with the Agreed-Upon Allocation or Final Allocation, as applicable, in the preparation, filing and audit of any Tax return (including filing Form 8594 with its federal income Return, in any Tax return for the taxable year that includes the date of the Closing). (d) If refund claim, in any Tax litigation or administrative proceeding, or otherwise unless required by final determination by an adjustment is made with respect to the Purchase Price pursuant to Section 2.11, the Allocation Statement shall be adjusted by mutual agreement of the parties in accordance with Section 1060 of the Code and the Allocation Methodologyapplicable Taxation Authority. In the event that an agreement the Agreed-Upon Allocation or Final Allocation, as applicable, is not reached within 20 days after disputed by any Taxation Authority, the determination of Final Working Capital, any disputed items shall be resolved in the manner described in Section 2.08(b). Buyer and Seller agree to file any additional information return required to be filed pursuant to Section 1060 party receiving notice of the Code and to treat the Allocation Statement as adjusted in the manner described in Section 2.08(b). (e) Not later than 30 days prior to the filing of their respective Forms 8594 relating to this transaction, each party dispute shall deliver to promptly notify the other party a copy of its Form 8594hereto, and Buyer and Parent agree to use their best efforts to defend such Allocation in any audit or similar proceeding.

Purchase Price; Allocation of Purchase Price. (a) The Abbott shall pay, or cause the applicable Purchaser to pay, an aggregate purchase price for the Purchased Assets equal to the sum of (i) an amount in cash equal to $3,800,000,000 (the “Initial Purchase Price”), (ii) the Milestone Payments, and (iii) the Shares Assumed Liabilities (collectively, the “Purchase Price”) is $3,000,000,000 (three billion dollars) in cash). The Initial Purchase Price shall be paid as provided at the Closing by wire transfer in Section 2.09 and shall be subject immediately available funds to adjustment as provided in Sections 2.09 and 2.11. Seller shall be treated as receiving a portion bank account designated by Boston Scientific not fewer than three Business Days prior to the date of the Purchase Price as agent for its Affiliates actually selling Closing. (b) Within 20 days of the Purchased Assets and execution by Boston Scientific of the Shares consistent Merger Agreement, Abbott shall provide Boston Scientific with the a proposed allocation of the Purchase Price pursuant among the Asset categories (the “Allocation”) for Boston Scientific’s review and comment. For purposes of the Allocation, Asset categories shall consist of the following two classes: (i) Assets located or owned in the United States, and (ii) Assets located or owned outside of the United States. If Boston Scientific does not provide any comments to Abbott in writing within 20 days following delivery by Abbott of the proposed Allocation, then the Allocation Statement. (b) As soon as practicable after the Closingproposed by Abbott shall be deemed to be final and binding, Buyer absent manifest error. If, however, Boston Scientific submits comments to Abbott within such 20-day period, Abbott and Boston Scientific shall deliver negotiate in good faith to Seller resolve any differences within 20 days of such submission. If Boston Scientific and Abbott are unable to reach a statement resolution within such 20 day period, then all remaining disputed items shall be submitted for resolution by an internationally-recognized, independent accounting firm mutually selected by Abbott and Boston Scientific (the “Allocation StatementAccounting Firm”), allocating which shall make a final determination as to the disputed items within 20 days after such submission, but in no event later than 20 days following the closing of the Merger, and such determination shall be final and binding on Boston Scientific and Abbott. The fees and disbursements of the Allocation Accounting Firm shall be shared equally between Boston Scientific and Abbott. Any subsequent adjustments to the Purchase Price (plus Assumed Liabilities, to shall be reflected in the extent properly taken into account under Section 1060 of the Code) among the Purchased Assets and the Shares Allocation in accordance a manner consistent with Section 1060 of the Code and the principles Regulations thereunder. For all Tax purposes, Abbott and methodology set forth and illustrated in Section 2.08 of the Disclosure Schedule (the “Allocation Methodology”); provided Boston Scientific agree that the parties may agree to amend or adjust such methodology to the extent that the parties mutually determine necessary to properly reflect the fair market value of the Purchased Assets and the Shares. If within 10 days after the delivery of the Allocation Statement Seller notifies Buyer transactions contemplated by this Agreement shall be reported in writing that Seller objects to the allocation set forth in the Allocation Statement because it is inconsistent with the Allocation Methodology, Buyer and Seller shall use their best efforts to revise the allocation specified in the Allocation Statement to the mutual satisfaction of Buyer and Seller within 20 days. In the event that Buyer and Seller are unable to resolve such dispute within 20 days, Buyer and Seller shall jointly retain Deloitte & Touche LLP (the “Accounting Referee”) to resolve the disputed items and the Accounting Referee shall determine an allocation that is most a manner consistent with the Allocation Methodology. Upon resolution terms of this Agreement, including the disputed itemsAllocation, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses that neither of such Accounting Referee shall be borne equally by Buyer and Seller. If them will take any Taxing Authority or other Governmental Authority requires a third party appraisal of all or part of the Purchased Assets or the Shares, Buyer shall bear the responsibility for obtaining such appraisal and the allocation set forth on the Allocation Statement shall be adjusted to the extent necessary to reflect the results of such appraisal. (c) Seller and Buyer agree to (i) be bound by the Allocation Statement (as it may be adjusted as provided position inconsistent therewith in Section 2.08(b)) and (ii) act in accordance with the allocation established pursuant to Section 2.08(b) in the preparation, filing and audit of any Tax return (including filing Form 8594 with its federal income Tax return for the taxable year that includes the date of the Closing)Return, in any refund claim, in any litigation, or otherwise. (d) If an adjustment is made with respect to the Purchase Price pursuant to Section 2.11, the Allocation Statement shall be adjusted by mutual agreement of the parties in accordance with Section 1060 of the Code and the Allocation Methodology. In the event that an agreement is not reached within 20 days after the determination of Final Working Capital, any disputed items shall be resolved in the manner described in Section 2.08(b). Buyer and Seller agree to file any additional information return required to be filed pursuant to Section 1060 of the Code and to treat the Allocation Statement as adjusted in the manner described in Section 2.08(b). (e) Not later than 30 days prior to the filing of their respective Forms 8594 relating to this transaction, each party shall deliver to the other party a copy of its Form 8594.

Purchase Price; Allocation of Purchase Price. (a) The purchase price for the Purchased Assets and to be delivered at Closing shall be an amount in cash equal to (A) the Shares Closing Total Assets less (B) Closing Cash less (C) the amount, as of the Closing Date, of trade payables assumed by Buyer pursuant to Section 2.04(b) (the “Closing Purchase Price”) is $3,000,000,000 (three billion dollars) in cash). The Closing Purchase Price shall be paid as provided in Section 2.09 2.08 and shall be is subject to adjustment as provided set forth in Sections 2.09 and 2.11. Seller shall be treated Section 2.10 (such amount, as receiving a portion of the adjusted “Purchase Price as agent for its Affiliates actually selling the Purchased Assets and the Shares consistent with the allocation of the Purchase Price pursuant to the Allocation StatementPrice”). (b) As soon as practicable after the Closingdate hereof, Buyer but in all events at least 20 days prior to the Closing Date, Seller shall deliver to Seller Buyer, for Buyer’s review and comment, a proposed statement (the “Allocation Statement”), ) allocating the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code) among the Purchased Assets and the Shares in accordance with Section 1060 of the Code and the principles and methodology set forth and illustrated in Section 2.08 of the Disclosure Schedule (the “Allocation Methodology”); provided that the parties may agree to amend or adjust such methodology to the extent that the parties mutually determine necessary to properly reflect the fair market value of the Purchased Assets and the SharesCode. If within 10 days after the delivery of the Allocation Statement Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement because it is inconsistent with the Allocation Methodology, Buyer and Seller shall use their best commercially reasonable efforts to revise agree to the allocation specified in final form of the Allocation Statement to the mutual satisfaction of Buyer and Seller within 20 daysStatement. In the event that Buyer and Seller are unable an agreement is not reached by the date that is at least 10 days prior to resolve such dispute within 20 daysthe Closing Date, Buyer and Seller shall jointly retain Deloitte & Touche LLP a nationally recognized accounting firm mutually acceptable to Buyer and Seller for such purpose (the an “Accounting Referee”) to resolve the disputed items and the Accounting Referee shall determine an allocation that is most consistent with the Allocation Methodologyitems. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of such the Accounting Referee shall be borne equally by Buyer and Seller. If any Taxing Authority or other Governmental Authority requires a third party appraisal of all or part of the Purchased Assets or the Shares, Buyer shall bear the responsibility for obtaining such appraisal and the allocation set forth on the Allocation Statement shall be adjusted to the extent necessary to reflect the results of such appraisal. (c) Seller and Buyer agree to (i) be bound by the Allocation Statement (as it may be adjusted as provided in Section 2.08(b)) for U.S. federal income Tax purposes and (ii) act in accordance with the allocation established pursuant to Section 2.08(b) Allocation Statement in the preparation, filing and audit of any Tax return Return (including filing Form 8594 with its federal income Tax return Return for the taxable year that includes the date of the Closing). (d) If an adjustment is made with respect to the Purchase Price pursuant to Section 2.11, the Allocation Statement shall be adjusted by mutual agreement of the parties in accordance with Section 1060 of the Code and the Allocation Methodology. In the event that an agreement is not reached within 20 days after the determination of Final Working Capital, any disputed items shall be resolved in the manner described in Section 2.08(b). Buyer and Seller agree to file any additional information return required to be filed pursuant to Section 1060 of the Code and to treat the Allocation Statement as adjusted in the manner described in Section 2.08(b). (e) Not later than 30 days prior to the filing of their respective Forms 8594 relating to this transaction, each party shall deliver to the other party a copy of its Form 8594. (e) The Allocation Statement shall be adjusted in accordance with Section 1060 of the Code and as mutually agreed by Buyer and Seller to reflect any adjustment to the Purchase Price made pursuant to Section 2.10 and any Earn-Out Payment made pursuant to Section 3.03. In the event that an agreement is not reached within 20 days, any disputed items shall be resolved by the Accounting Referee appointed pursuant to Section 2.06(b). The costs, fees and expenses of the Accounting Referee shall be borne equally by Buyer and Seller.

Purchase Price; Allocation of Purchase Price. (a) The purchase price for the Purchased Assets and the Shares is (i) One Hundred and Twenty Million U.S. Dollars ($120,000,000), plus or minus, as applicable, (ii) the Net Working Capital Adjustment Amount, plus (iii) the Estimated Acquired Closing Cash Amount and minus (iv) the Estimated Assumed Closing Indebtedness Amount (as adjusted, the “Purchase Price”) is $3,000,000,000 (three billion dollars) in cash). The Estimated Purchase Price shall be paid as provided in Section 2.09 2.08 and shall be subject to adjustment as provided in Sections 2.09 and 2.11. Seller Section 2.12. (a) The Purchase Price shall be treated as receiving a portion of the Purchase Price as agent allocated, for its Affiliates actually selling Tax purposes, among the Purchased Assets and the Shares consistent with as set forth in the allocation of the Purchase Price pursuant to the Allocation Statement. (b) As soon statement attached hereto as practicable after the Closing, Buyer shall deliver to Seller a statement Exhibit F (the “Allocation Statement”), allocating . (b) If an adjustment is made with respect to the Purchase Price (plus Assumed Liabilitiespursuant to Section 2.12 or otherwise, such adjustment shall, pursuant to the extent properly taken into account under Section 1060 of the Code) among the Purchased Assets , be allocated as agreed by Buyer and the Shares in accordance with Section 1060 of the Code Seller, and the principles and methodology set forth and illustrated in Section 2.08 of the Disclosure Schedule (the “Allocation Methodology”); provided that the parties may agree to amend or adjust such methodology to the extent that the parties mutually determine necessary to properly reflect the fair market value of the Purchased Assets and the Shares. If within 10 days after the delivery of the Allocation Statement Seller notifies Buyer shall be adjusted in writing that Seller objects to the allocation set forth in the Allocation Statement because it is inconsistent with the Allocation Methodology, Buyer and Seller shall use their best efforts to revise the allocation specified in the Allocation Statement to the mutual satisfaction of Buyer and Seller within 20 daysa manner consistent therewith. In the event that Buyer and Seller are unable an agreement as to resolve such dispute adjustment is not reached within 20 days60 days after the determination of the Final Adjusted Net Working Capital or other event giving rise to an adjustment, Buyer and Seller shall jointly retain Deloitte & Touche LLP an Accounting Referee (the “Accounting Referee”as defined in Section 2.11(c)) to resolve the disputed items and the Accounting Referee shall determine an allocation that is most consistent with the Allocation Methodologyitems. Upon resolution of the disputed items, the allocation allocations reflected on the Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of such the Accounting Referee shall be borne equally by Buyer and Seller. If Buyer and Sellers shall cooperate in the preparation of, and shall timely file, any Taxing Authority or other Governmental Authority requires a third party appraisal of all or part of the Purchased Assets or the Shares, Buyer shall bear the responsibility for obtaining such appraisal and the allocation set forth on forms (including Form 8594) with respect to the Allocation Statement shall be adjusted Statement, including any amendments to such forms required with respect to any adjustment to the extent necessary Purchase Price, pursuant to reflect the results of such appraisalthis Agreement. (c) Seller and Buyer agree to (i) be bound by the Allocation Statement (as it may be adjusted as provided in Section 2.08(b)) and (ii) act in accordance with the allocation established pursuant to Section 2.08(b) in the preparation, filing and audit of any Tax return (including filing Form 8594 with its federal income Tax return for the taxable year that includes the date of the Closing). (d) If an adjustment is made with respect to the Purchase Price pursuant to Section 2.11, the Allocation Statement shall be adjusted by mutual agreement of the parties in accordance with Section 1060 of the Code and the Allocation Methodology. In the event that an agreement is not reached within 20 days after the determination of Final Working Capital, any disputed items shall be resolved in the manner described in Section 2.08(b). Buyer and Seller agree to shall, and shall cause their respective Subsidiaries to, file any additional all Tax Returns (including amended returns and claims for refunds) and information return required to be filed pursuant to Section 1060 of the Code and to treat reports in a manner consistent with the Allocation Statement as adjusted in the manner described in Section 2.08(b)Statement. (e) Not later than 30 days prior to the filing of their respective Forms 8594 relating to this transaction, each party shall deliver to the other party a copy of its Form 8594.

Purchase Price; Allocation of Purchase Price. (a) The Subject to the adjustments set forth in Section 2.08, the purchase price for the Shares and the Purchased Assets and the Shares shall be $1,130,000,000 (the “Purchase Price”). (b) is $3,000,000,000 (three billion dollarsSchedule 2.04(b) in cash. The Purchase Price shall be paid as provided in Section 2.09 and shall be subject to adjustment as provided in Sections 2.09 and 2.11. Seller shall be treated as receiving a portion of the Purchase Price as agent for its Affiliates actually selling the Purchased Assets and the Shares consistent with reflect the allocation of the Purchase Price among the Shares and each of the Asset Sellers. Within 60 days after the determination of the Final Closing Statement pursuant to Section 2.08, the Allocation Statement. (b) As soon as practicable after Seller shall provide the Closing, Buyer shall deliver to Seller a statement (Purchaser with an allocation of the “Allocation Statement”), allocating sum of the Purchase Price (plus Assumed Liabilities, to and any other items that are treated as additional consideration for Tax purposes among the extent properly taken into account under Section 1060 of the Code) among Shares and the Purchased Assets and the Shares in accordance with Schedule 2.04(b) and Section 1060 of the Code and the principles Regulations for the Purchaser’s review and methodology set forth and illustrated comment (the “Allocation”). If the Purchaser does not provide any comments to the Seller in Section 2.08 writing within 30 days following delivery by the Seller of the Disclosure Schedule proposed Allocation, then the Allocation proposed by the Seller shall be deemed to be final and binding, absent manifest error. If, however, the Purchaser submits comments to the Seller within such 30-day period, the Purchaser and the Seller shall negotiate in good faith to resolve any differences within 20 days. If the Seller and the Purchaser are unable to reach a resolution within such 20-day period, then all remaining disputed items shall be submitted for resolution by an internationally-recognized, independent accounting firm mutually selected by the Purchaser and the Seller (the “Allocation MethodologyAccounting Firm”); provided that the parties may agree to amend or adjust such methodology , which shall make a final determination as to the extent that disputed items within 30 days after such submission, and such determination shall be final, binding and conclusive on the parties mutually determine necessary to properly reflect the fair market value of the Purchased Assets Seller and the SharesPurchaser. If within 10 days after the delivery The fees and disbursements of the Allocation Statement Accounting Firm shall be shared equally between the Seller notifies Buyer in writing that Seller objects and the Purchaser. Upon any subsequent adjustments to the allocation set forth in the Allocation Statement because it is inconsistent with the Allocation Methodology, Buyer and Seller shall use their best efforts to revise the allocation specified in the Allocation Statement to the mutual satisfaction sum of Buyer and Seller within 20 days. In the event that Buyer and Seller are unable to resolve such dispute within 20 days, Buyer and Seller shall jointly retain Deloitte & Touche LLP (the “Accounting Referee”) to resolve the disputed items and the Accounting Referee shall determine an allocation that is most consistent with the Allocation Methodology. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of such Accounting Referee shall be borne equally by Buyer and Seller. If any Taxing Authority or other Governmental Authority requires a third party appraisal of all or part of the Purchased Assets or the Shares, Buyer shall bear the responsibility for obtaining such appraisal and the allocation set forth on the Allocation Statement shall be adjusted to the extent necessary to reflect the results of such appraisal. (c) Seller and Buyer agree to (i) be bound by the Allocation Statement (as it may be adjusted as provided in Section 2.08(b)) and (ii) act in accordance with the allocation established pursuant to Section 2.08(b) in the preparation, filing and audit of any Tax return (including filing Form 8594 with its federal income Tax return for the taxable year that includes the date of the Closing). (d) If an adjustment is made with respect to the Purchase Price pursuant to Section 2.11and any other items that are treated as additional consideration for Tax purposes, the Seller shall prepare an updated Allocation Statement shall be adjusted by mutual agreement of the parties in accordance a manner consistent with this Section 2.04(b), Section 1060 of the Code and the Regulations thereunder. For all Tax purposes, the Purchaser and the Seller agree that the transactions contemplated by this Agreement shall be reported in a manner consistent with the terms of this Agreement, including the Allocation, and that neither of them will take any position inconsistent therewith in any Tax Return, in any refund claim, in any litigation, or otherwise. The Seller and the Purchaser agree to consult, and to cause their respective Affiliates to consult, with one another with respect to any Tax audit, controversy or litigation relating to the Allocation Methodology. In by the IRS or another Taxing Authority (it being understood that, notwithstanding the foregoing, in the event that an agreement is not reached within 20 days after the determination of Final Working CapitalIRS or any other Taxing Authority challenges any position taken by any Party relating to the Allocation, any disputed items shall be resolved in such Party may settle or litigate such challenge without the manner described in Section 2.08(b). Buyer and Seller agree to file any additional information return required to be filed pursuant to Section 1060 of consent of, or liability to, the Code and to treat the Allocation Statement as adjusted in the manner described in Section 2.08(bother Party). (e) Not later than 30 days prior to the filing of their respective Forms 8594 relating to this transaction, each party shall deliver to the other party a copy of its Form 8594.

Purchase Price; Allocation of Purchase Price. (a) The purchase price for At the Purchased Assets Closing, Purchaser shall pay to Seller a cash amount equal to U.S.$956,099,550 plus the aggregate cash amount received after the date hereof by Seller in connection with the exercise of Seller Stock Options and Seller Restricted Shares, minus any taxe s withheld pursuant to Section 2.03(c), minus the aggregate cash amount paid after the date hereof by Seller to redeem or repurchase any Seller Shares, Seller Restricted Shares or Seller Stock Options or in respect of any dividend or distribution on Seller Shares declared after the date hereof (the “Purchase PricePrice ”) is $3,000,000,000 (three billion dollars) in cash. The Purchase Price shall be paid plus the Transfer Taxes payable by Seller or any of its Affiliates as provided in Section 2.09 and shall be subject to adjustment as provided in Sections 2.09 and 2.11. Seller shall be treated as receiving a portion result of the Purchase Price as agent for its Affiliates actually selling the Purchased Assets and the Shares consistent with the allocation consummation of the Purchase Price pursuant transactions contemplated by this Agreement, in immediately available funds to one or more bank accounts designated by Seller no later than two (2) Business Days before the Allocation StatementClosing. (b) As soon as practicable after Seller and Purchaser shall jointly prepare an allocation of the Closing, Buyer shall deliver to Seller a statement (the “Allocation Statement”), allocating sum of the Purchase Price (plus and the Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code) Liabilities among the Purchased Assets and the Shares in accordance with Section 1060 of the Code Business and the principles and methodology set forth and illustrated statutory jurisdictions in Section 2.08 of which the Disclosure Schedule (the “Allocation Methodology”); provided that the parties may agree Assets reside in a schedule to amend be completed on or adjust such methodology prior to the extent that the parties mutually determine necessary to properly reflect the fair market value Closing Date. Each of the Purchased Assets and the Shares. If within 10 days after the delivery of the Allocation Statement Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement because it is inconsistent with the Allocation Methodology, Buyer Purchaser and Seller shall use their best efforts to revise report the allocation specified income and other tax consequences of the transactions contemplated by this Agreement in a manner consistent with such allocation. Except as otherwise required by applicable Law, neither Purchaser nor Seller shall take a position inconsistent with such allocations on any Tax Return or similar filing. Each of Seller and Purchaser shall reasonably cooperate with the Allocation Statement other in preparing for filing any statements required by any Governmental Authority charged with the collection of any income Tax, including Dutch Corporate Income and other Tax forms and filings related to the mutual satisfaction of Buyer transactions contemplated by this Agreement, a reasonable period before its filing due date. If Seller and Seller Purchaser cannot agree on a joint allocation within 20 days. In 30 Business Days following the event that Buyer and Seller are unable to resolve such dispute within 20 daysClosing Date, Buyer Purchaser and Seller shall jointly retain Deloitte & Touche LLP (refer the “Accounting Referee”) matter for resolution to resolve the disputed items and the Accounting Referee shall determine an allocation that is most consistent with the Allocation Methodology. Upon resolution of the disputed itemsindependent accountants, the allocation reflected on the Allocation Statement decision of which shall be adjusted to reflect such resolutionbinding on Seller and Purchaser. The costs, fees and expenses of such Accounting Referee the independent accountants shall be borne by (1) Seller if the net resolution of the disputed items favors Purchaser, (2) Purchaser if the net resolution of the disputed items favor Seller, and (3) otherwise equally by Buyer Purchaser and Seller. If any Taxing Authority or other Governmental Authority requires a third party appraisal of all or part of the Purchased Assets or the Shares, Buyer shall bear the responsibility for obtaining such appraisal and the allocation set forth on the Allocation Statement shall be adjusted to the extent necessary to reflect the results of such appraisal. (c) Seller The Purchaser shall withhold and Buyer agree pay to (i) the applicable Taxing authority any income or capital gains withholding taxes required to be bound by the Allocation Statement (as it may be adjusted as provided in Section 2.08(b)) and (ii) act in accordance with the allocation established pursuant to Section 2.08(b) in the preparation, filing and audit of any Tax return (including filing Form 8594 with its federal income Tax return for the taxable year that includes the date of the Closing). (d) If an adjustment is made withheld on Purchase Price payments with respect to the Purchase Price pursuant to Section 2.11, transactions contemplated by the Allocation Statement shall be adjusted by mutual agreement of the parties in accordance with Section 1060 of the Code and the Allocation Methodology. In the event that an agreement is not reached within 20 days after the determination of Final Working Capital, any disputed items shall be resolved in the manner described in Section 2.08(b). Buyer and Seller agree to file any additional information return required to be filed pursuant to Section 1060 of the Code and to treat the Allocation Statement as adjusted in the manner described in Section 2.08(b)Agreement. (e) Not later than 30 days prior to the filing of their respective Forms 8594 relating to this transaction, each party shall deliver to the other party a copy of its Form 8594.

Purchase Price; Allocation of Purchase Price. (a) The purchase price for the Purchased Assets and the Shares (the “Purchase Price”) is $3,000,000,000 (three billion dollars) in cash. The Purchase Price Purchaser shall be paid as provided in Section 2.09 and shall be subject to adjustment as provided in Sections 2.09 and 2.11. Seller shall be treated as receiving a portion of pay the Purchase Price to Seller (or as agent for its Affiliates actually selling Seller may direct) in immediately available funds at the Purchased Assets Closing and the Shares consistent with the allocation Seller shall collect such Purchase Price on behalf of the Purchase Price pursuant to the Allocation StatementSelling Subsidiaries. (b) As soon as practicable after Seller and the Closing, Buyer shall deliver to Seller a statement (Selling Subsidiaries and Purchaser agree that the “Allocation Statement”), allocating sum of the Purchase Price (plus the amount of Assumed Liabilities, to the extent properly taken into account under Section 1060 Liabilities of the Code) Seller and Selling Subsidiaries assumed by Purchaser shall be allocated among the Purchased Assets and the Shares statutory jurisdictions in accordance with Section 1060 which the Assets reside as of the Code and the principles and methodology set forth and illustrated in Section 2.08 of the Disclosure Schedule (the “Allocation Methodology”); provided that the parties may agree to amend or adjust such methodology to the extent that the parties mutually determine necessary to properly reflect the fair market value of the Purchased Assets and the Shares. If within 10 days after the delivery of the Allocation Statement Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement because it is inconsistent with the Allocation Methodology, Buyer and Seller shall use their best efforts to revise the allocation specified in the Allocation Statement to the mutual satisfaction of Buyer and Seller within 20 days. In the event that Buyer and Seller are unable to resolve such dispute within 20 days, Buyer and Seller shall jointly retain Deloitte & Touche LLP (the “Accounting Referee”) to resolve the disputed items and the Accounting Referee shall determine an allocation that is most consistent with the Allocation Methodology. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of such Accounting Referee shall be borne equally by Buyer and Seller. If any Taxing Authority or other Governmental Authority requires a third party appraisal of all or part of the Purchased Assets or the Shares, Buyer shall bear the responsibility for obtaining such appraisal and the allocation set forth on the Allocation Statement shall be adjusted to the extent necessary to reflect the results of such appraisal. (c) Seller and Buyer agree to (i) be bound by the Allocation Statement (as it may be adjusted as provided in Section 2.08(b)) and (ii) act Closing Date in accordance with the allocation established pursuant to methodology set forth in Section 2.08(b2.03(b) of the Disclosure Schedule. Such allocation, which shall be substantially in the preparation, filing and audit form of any Tax return (including filing Form 8594 with its federal income Tax return for the taxable year that includes the date of the Closing). (dsuch Section 2.03(b) If an adjustment is made with respect to the Purchase Price pursuant to Section 2.11Disclosure Schedule, the Allocation Statement shall be adjusted by mutual agreement of the parties in accordance with Section 1060 of the Code and the Allocation Methodology. In the event that an agreement is completed not reached within 20 days after the determination of Final Working Capital, any disputed items shall be resolved in the manner described in Section 2.08(b). Buyer and Seller agree to file any additional information return required to be filed pursuant to Section 1060 of the Code and to treat the Allocation Statement as adjusted in the manner described in Section 2.08(b). less than three (e3) Not later than 30 days Business Days prior to the filing Closing Date and shall be set forth in writing. Any subsequent adjustments to such sum shall be reflected in the allocation hereunder as reasonably agreed by Seller and Purchaser. Purchaser shall (and Purchaser shall cause each relevant Purchaser Subsidiary to) and Seller shall (and Seller shall cause each Selling Subsidiary to) report the federal, state and local income and other Tax consequences of their respective Forms 8594 relating to the transactions contemplated by this transactionAgreement in a manner consistent with such allocation. Except as 15 <page> otherwise required by Law, each party neither Purchaser nor Seller (nor any relevant Purchaser Subsidiary or any Selling Subsidiary) shall deliver to take a position inconsistent with such allocations on any Tax Return or otherwise. Each of Seller and Purchaser shall cooperate with the other party in preparing IRS Form 8594 or any equivalent statements for filing within a copy of reasonable period before its Form 8594filing due date.

Purchase Price; Allocation of Purchase Price. (a) The Subject to the post-Closing adjustments set forth in Section 2.10, the purchase price for the Purchased Assets and shall be Eighty Five Million Dollars ($85,000,000) in cash minus, dollar-for-dollar, the Shares Non-Assumed Liabilities Payments (the “Purchase Price”) is $3,000,000,000 (three billion dollars) in cash). After the Closing, the Non-Assumed Liabilities Payments, if any, shall be made by the Purchaser out of the Indemnity Escrow Amount. The Purchaser shall also deduct from the Purchase Price (including any amounts payable under Section 2.10) any amounts required to be withheld and deducted under the Tax Code or other applicable Tax Law. Any amounts so deducted shall be remitted by the Purchaser to the appropriate Governmental Authority on a timely basis. Except as otherwise set forth herein or in the Escrow Agreement, the Purchaser’s Deposit and all earnings thereon shall be paid as provided in Section 2.09 and shall be subject to adjustment as provided in Sections 2.09 and 2.11. Seller shall be treated as receiving a portion of the Purchase Price as agent for its Affiliates actually selling the Purchased Assets and the Shares consistent with the allocation of the Purchase Price pursuant to the Allocation StatementSellers at Closing and deducted from the amount payable by Purchaser at Closing. (b) As soon as practicable after the Closing, Buyer shall deliver to Seller a statement (the “Allocation Statement”), allocating The sum of the Purchase Price (plus and the Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code) Liabilities shall be allocated among the Purchased Assets as of the Closing Date as mutually determined by the Sellers and the Shares in accordance with Section 1060 of the Code and the principles and methodology set forth and illustrated in Section 2.08 of the Disclosure Schedule (the “Allocation Methodology”); provided that the parties may agree to amend or adjust such methodology to the extent that the parties mutually determine necessary to properly reflect the fair market value of the Purchased Assets and the Shares. If within 10 days after the delivery of the Allocation Statement Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement because it is inconsistent with the Allocation Methodology, Buyer and Seller shall use their best efforts to revise the allocation specified in the Allocation Statement to the mutual satisfaction of Buyer and Seller within 20 days. In the event that Buyer and Seller are unable to resolve such dispute within 20 days, Buyer and Seller shall jointly retain Deloitte & Touche LLP (the “Accounting Referee”) to resolve the disputed items and the Accounting Referee shall determine an allocation that is most consistent with the Allocation Methodology. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of such Accounting Referee shall be borne equally by Buyer and Seller. If any Taxing Authority or other Governmental Authority requires a third party appraisal of all or part of the Purchased Assets or the Shares, Buyer shall bear the responsibility for obtaining such appraisal and the allocation set forth on the Allocation Statement shall be adjusted to the extent necessary to reflect the results of such appraisal. (c) Seller and Buyer agree to (i) be bound by the Allocation Statement (as it may be adjusted as provided in Section 2.08(b)) and (ii) act Purchaser in accordance with the allocation established pursuant Tax Code (the “Allocation”). Any subsequent adjustments to Section 2.08(b) in the preparation, filing and audit sum of any Tax return (including filing Form 8594 with its federal income Tax return for the taxable year that includes the date of the Closing). (d) If an adjustment is made with respect to the Purchase Price pursuant to Section 2.11, and Assumed Liabilities shall be reflected in the Allocation Statement shall be adjusted by mutual agreement of the parties in accordance a manner consistent with Section section 1060 of the Tax Code and the Allocation MethodologyRegulations thereunder. In For all Tax purposes, the event Purchaser and the Sellers agree that an agreement is not reached within 20 days after the determination of Final Working Capital, any disputed items transactions contemplated by this Agreement shall be resolved reported in a manner consistent with the manner described terms of this Agreement, including the Allocation, and that neither of them will take any position inconsistent therewith in Section 2.08(b)any Tax Return, refund claim, litigation, or otherwise. Buyer and Seller agree to file any additional information return required to be filed pursuant to Section 1060 Each of the Code Sellers and the Purchaser agrees to cooperate with the other in preparing IRS form 8594 and to treat the Allocation Statement as adjusted in the manner described in Section 2.08(b). (e) Not later than 30 days prior to the filing of their respective Forms 8594 relating to this transaction, each party shall deliver to furnish the other party with a copy of such form prepared in draft form within a reasonable period before its Form 8594filing due date.

Purchase Price; Allocation of Purchase Price. (a) The purchase price for the Purchased Assets and the Shares (the “Purchase Price”) shall consist of $1,400,000,000 (the “Initial Purchase Price”), (ii) the Milestone Payments contemplated by Section 2.04 and (iii) the Assumed Liabilities. To the extent that any amount of VAT is $3,000,000,000 (three billion dollars) in cash. The Purchase Price required to be paid with respect to any payment made by the Purchaser to BSC under this Section 2.03 or under Section 2.04, the amount of such payment shall be paid as provided in Section 2.09 and increased to include the amount of VAT so required to be paid. (b) Within thirty (30) days after the date hereof, the Purchaser shall be subject provide to adjustment as provided in Sections 2.09 and 2.11. Seller shall be treated as receiving a portion of BSC, for income Tax purposes, the Purchase Price as agent for its Affiliates actually selling the Purchased Assets and the Shares consistent with the Purchaser’s proposed allocation of the Purchase Price pursuant to among the Allocation Statement. (b) As soon as practicable after the Closing, Buyer shall deliver to Seller a statement Purchased Assets (the “Allocation Statement”), allocating . BSC shall review the Purchase Price (plus Assumed LiabilitiesAllocation Statement and, to the extent properly taken into account under Section 1060 BSC in good faith disagrees with the content of the CodeAllocation Statement, BSC shall, within twenty-one (21) among the Purchased Assets and the Shares in accordance with Section 1060 days after receipt of the Code Allocation Statement, provide written notice to the Purchaser of such disagreement, which notice shall contain specific items of disagreement and reasons therefor. If BSC does not object by written notice within such 21-day period, the principles Purchaser’s Allocation Statement shall be final, binding and methodology set forth conclusive for all purposes hereunder and illustrated for all Tax purposes. If BSC notifies the Purchaser that it objects to the Allocation Statement, the parties will attempt in Section 2.08 of good faith to resolve any such disagreement until the Disclosure Schedule 90th day following the Closing Date (the “Allocation MethodologyDate”); provided that . If the parties may agree to amend or adjust such methodology cannot resolve their differences at least five (5) days prior to the extent that the parties mutually determine necessary to properly reflect the fair market value of the Purchased Assets and the Shares. If within 10 days after the delivery of Closing Date, the Allocation Statement Seller notifies Buyer will become an estimated allocation used for purposes of the Closing. If the parties cannot resolve their differences by the Allocation Date, the issues in writing dispute shall be referred to a third party firm that Seller objects has expertise in valuation matters and that is mutually agreeable to the allocation set forth in the Allocation Statement because it is inconsistent with the Allocation Methodology, Buyer Purchaser and Seller shall use their best efforts to revise the allocation specified in the Allocation Statement to the mutual satisfaction of Buyer and Seller within 20 days. In the event that Buyer and Seller are unable to resolve such dispute within 20 days, Buyer and Seller shall jointly retain Deloitte & Touche LLP BSC (the “Accounting RefereeThird Party Firm”) to resolve the disputed items and the Accounting Referee shall determine an allocation that is most consistent with the Allocation Methodology. Upon resolution decision of the disputed items, the allocation reflected Third Party Firm will be binding on the parties. The decision will be reflected in a revised Allocation Statement shall which will be adjusted to reflect such resolutionconsidered the final allocation. The costs, fees and expenses costs of such Accounting Referee the Third Party Firm shall be borne equally by Buyer the Purchaser and Seller. If any Taxing Authority or other Governmental Authority requires a third party appraisal of all or part of the Purchased Assets or the Shares, Buyer shall bear the responsibility for obtaining such appraisal and the allocation set forth on the Allocation Statement shall be adjusted to the extent necessary to reflect the results of such appraisalBSC. (c) Seller The Purchaser and Buyer BSC each agree to (i) be bound by the Allocation Statement (file, and to cause their respective Affiliates to file, their income Tax Returns and all other Tax Returns and necessary forms in such a manner as it may be adjusted as provided in Section 2.08(b)) and (ii) act in accordance with to reflect the allocation established pursuant to Section 2.08(b) in the preparation, filing and audit of any Tax return (including filing Form 8594 with its federal income Tax return for the taxable year that includes the date of the Closing). (d) If an adjustment is made with respect to the Purchase Price pursuant to Section 2.11, the Allocation Statement shall be adjusted by mutual agreement of the parties consideration as determined in accordance with Section 1060 of the Code 2.03(b), and the Allocation Methodology. In the event that an agreement is not reached within 20 days after the determination of Final Working Capitalshall take no position inconsistent therewith in any audit, any disputed items shall be resolved in the manner described in Section 2.08(b). Buyer and Seller agree to file any additional information return required to be filed pursuant to Section 1060 of the Code and to treat the Allocation Statement as adjusted in the manner described in Section 2.08(b)litigation or other proceeding. (e) Not later than 30 days prior to the filing of their respective Forms 8594 relating to this transaction, each party shall deliver to the other party a copy of its Form 8594.

Purchase Price; Allocation of Purchase Price. (a) The purchase price for At the Purchased Assets Closing, Purchaser shall pay to Seller a cash amount equal to U.S.$956,099,550 plus the aggregate cash amount received after the date hereof by Seller in connection with the exercise of Seller Stock Options and Seller Restricted Shares, minus any taxes withheld pursuant to Section 2.03(c), minus the aggregate cash amount paid after the date hereof by Seller to redeem or repurchase any Seller Shares, Seller Restricted Shares or Seller Stock Options or in respect of any dividend or distribution on Seller Shares declared after the date hereof (the “"Purchase Price”") is $3,000,000,000 (three billion dollars) in cash. The Purchase Price shall be paid plus the Transfer Taxes payable by Seller or any of its Affiliates as provided in Section 2.09 and shall be subject to adjustment as provided in Sections 2.09 and 2.11. Seller shall be treated as receiving a portion result of the Purchase Price as agent for its Affiliates actually selling the Purchased Assets and the Shares consistent with the allocation consummation of the Purchase Price pursuant transactions contemplated by this Agreement, in immediately available funds to one or more bank accounts designated by Seller no later than two (2) Business Days before the Allocation StatementClosing. (b) As soon as practicable after Seller and Purchaser shall jointly prepare an allocation of the Closing, Buyer shall deliver to Seller a statement (the “Allocation Statement”), allocating sum of the Purchase Price (plus and the Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code) Liabilities among the Purchased Assets and the Shares in accordance with Section 1060 of the Code Business and the principles and methodology set forth and illustrated statutory jurisdictions in Section 2.08 of which the Disclosure Schedule (the “Allocation Methodology”); provided that the parties may agree Assets reside in a schedule to amend be completed on or adjust such methodology prior to the extent that the parties mutually determine necessary to properly reflect the fair market value Closing Date. Each of the Purchased Assets and the Shares. If within 10 days after the delivery of the Allocation Statement Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement because it is inconsistent with the Allocation Methodology, Buyer Purchaser and Seller shall use their best efforts to revise report the allocation specified income and other tax consequences of the transactions contemplated by this Agreement in a manner consistent with such allocation. Except as otherwise required by applicable Law, neither Purchaser nor Seller shall take a position inconsistent with such allocations on any Tax Return or similar filing. Each of Seller and Purchaser shall reasonably cooperate with the Allocation Statement other in preparing for filing any statements required by any Governmental Authority charged with the collection of any income Tax, including Dutch Corporate Income and other Tax forms and filings related to the mutual satisfaction of Buyer transactions contemplated by this Agreement, a reasonable period before its filing due date. If Seller and Seller Purchaser cannot agree on a joint allocation within 20 days. In 30 Business Days following the event that Buyer and Seller are unable to resolve such dispute within 20 daysClosing Date, Buyer Purchaser and Seller shall jointly retain Deloitte & Touche LLP (refer the “Accounting Referee”) matter for resolution to resolve the disputed items and the Accounting Referee shall determine an allocation that is most consistent with the Allocation Methodology. Upon resolution of the disputed itemsindependent accountants, the allocation reflected on the Allocation Statement decision of which shall be adjusted to reflect such resolutionbinding on Seller and Purchaser. The costs, fees and expenses of such Accounting Referee the independent accountants shall be borne by (1) Seller if the net resolution of the disputed items favors Purchaser, (2) Purchaser if the net resolution of the disputed items favor Seller, and (3) otherwise equally by Buyer Purchaser and Seller. If any Taxing Authority or other Governmental Authority requires a third party appraisal of all or part of the Purchased Assets or the Shares, Buyer shall bear the responsibility for obtaining such appraisal and the allocation set forth on the Allocation Statement shall be adjusted to the extent necessary to reflect the results of such appraisal. (c) Seller The Purchaser shall withhold and Buyer agree pay to (i) the applicable Taxing authority any income or capital gains withholding taxes required to be bound by the Allocation Statement (as it may be adjusted as provided in Section 2.08(b)) and (ii) act in accordance with the allocation established pursuant to Section 2.08(b) in the preparation, filing and audit of any Tax return (including filing Form 8594 with its federal income Tax return for the taxable year that includes the date of the Closing). (d) If an adjustment is made withheld on Purchase Price payments with respect to the Purchase Price pursuant to Section 2.11, transactions contemplated by the Allocation Statement shall be adjusted by mutual agreement of the parties in accordance with Section 1060 of the Code and the Allocation Methodology. In the event that an agreement is not reached within 20 days after the determination of Final Working Capital, any disputed items shall be resolved in the manner described in Section 2.08(b). Buyer and Seller agree to file any additional information return required to be filed pursuant to Section 1060 of the Code and to treat the Allocation Statement as adjusted in the manner described in Section 2.08(b)Agreement. (e) Not later than 30 days prior to the filing of their respective Forms 8594 relating to this transaction, each party shall deliver to the other party a copy of its Form 8594.