Common use of Section 336(e) Election Clause in Contracts

Section 336(e) Election. (A) Actua, Seller and the Company hereby agree to make timely elections under Code Section 336(e) (and any corresponding election under state Tax law) with respect to the purchase and sale of the Company Capital Stock and with respect to the indirect purchase and sale of the equity interests of each of the Company’s U.S. Subsidiaries for income Tax purposes hereunder (collectively, the “Section 336(e) Elections”). The first sentence of this paragraph (A) is intended by the Parties hereto to meet the requirements of Treasury Regulation Sections 1.336-2(h)(l)(i). Each of Seller, Actua, and the Company shall take any and all actions necessary in order complete the Section 336(e) Elections in the manner described in Treasury Regulation Sections 1.336-2(h)(l) (and any corresponding requirements under applicable state Tax law). No later than twenty (20) days prior to the applicable due date for timely filing, the Equityholders’ Representative shall deliver to Parent the election statement for each Section 336(e) Election described in Treasury Regulations Section 1.336-2(h)(5) for Parent’s review, comment and approval (not to be unreasonably withheld, conditioned or delayed). Promptly following the consummation of the Section 336(e) Elections, the Equityholders’ Representative shall provide evidence reasonably satisfactory to Parent that the Section 336(e) Elections have been properly executed and filed (including a copy of such election and any related schedules, forms or other documentation) to the extent the Equityholders’ Representative is responsible for such filing. (B) The Merger Consideration and other items properly includible in the aggregate deemed asset disposition price (“ADADP”) of the Company pursuant to the Section 336(e) Election shall be allocated among the assets of the Company in accordance with Section 336(e) of the Code, the regulations thereunder and the principles set forth in Exhibit I attached hereto (the “Allocation Methodology”). (C) Within sixty (60) days following the Closing Date, the Equityholders’ Representative shall provide Parent with (i) a statement setting forth an allocation of the ADADP among the assets of the Company in accordance with the Allocation Methodology for Tax Purposes (the “Purchase Price Allocation”) and (ii) a statement setting forth a calculation of the 336(e) Adjustment as of the Closing Date prepared in good faith and in accordance with the Purchase Price Allocation (the “Closing Date 336(e) Adjustment”) (in each case, to the extent components of the Merger Consideration have not yet been finally determined pursuant to Section 1(j), using such components as calculated for purposes of the Initial Merger Consideration). If, within fifteen (15) days following the date of receipt of the Purchase Price Allocation and the Closing Date 336(e) Adjustment, Parent does not dispute the Equityholders’ Representative’s calculation of either, then the Purchase Price Allocation and Closing Date 336(e) Adjustment shall be final, binding and conclusive upon the Parties for purposes of Tax reporting and determining the payment contemplated in this Section 9(c)(viii)(C). If Parent disagrees with the Equityholders’ Representative’s calculation of either the Purchase Price Allocation or the Closing Date 336(e) Adjustment, then, within such fifteen (15) days, the Parent shall notify the Equityholders’ Representative of such disagreement in writing. The parties shall negotiate in good faith for five (5) days to attempt to resolve such disagreement. Any disagreement unresolved at the end of this period shall be promptly submitted to the Independent Accounting Firm, whose resolution shall be provided within fifteen (15) days of receipt of such submission, shall be final, binding and conclusive on the parties and the costs of which shall be split equally between Parent, on the one hand, and the Equityholders, on the other hand. The Closing Date 336(e) Adjustment, as determined pursuant to this Section 9(c)(viii)(C) after all actions and procedures described herein have been completed, is hereinafter referred to as the “Final Closing Date 336(e)

Section 336(e) Election. (Aa) Actua, Seller and the Company hereby agree Buyer shall take all steps necessary to make timely elections an election under Code Section 336(e) (and any corresponding election under state Tax state, local or foreign law) (a “336(e) Election”) with respect to Buyer’s purchase of the SLDI Shares, and deemed acquisition of the RRII Shares, pursuant to this Agreement. Buyer shall, within ninety (90) days after the Closing Date, prepare and deliver to Seller for its review and consent, the allocation of the deemed asset disposition price of the assets of SLDI and RRII resulting from the 336(e) Elections (as required pursuant to Section 336(e) of the Code and the Treasury Regulations) and the deemed sales price of the Allocated Assets and employment and other contracts directly or indirectly through Service Company acquired by Asset Buyer among such assets (the “Tax Allocation”). The Tax Allocation shall be made in a manner consistent with Schedule 8.7(a), Sections 336(e) and 1060 of the Code and Treasury Regulation Section 1.338-11. Buyer and Seller shall negotiate in good faith to resolve any disputed items. If Buyer and Seller are unable to agree on the Tax Allocation within sixty (60) days after Buyer provides the Tax Allocation, the parties shall request the Independent Accounting Firm to decide any disputed items within thirty (30) days, provided that the Independent Accounting Firm shall resolve any dispute in a manner consistent with the principles of Section 8.1(a)(iii). The costs of the Independent Accounting Firm shall be borne equally by Seller and Buyer. The Tax Allocation shall be used in preparing IRS Forms 8883 and 8594, and any similar forms under applicable Tax law. Seller and Buyer shall (and shall cause their Affiliates to) report and file all Tax Returns (including amended Tax Returns and claims for refund) consistent with the Tax Allocation and, except in each case as required by applicable Tax law, shall (and shall cause their Affiliates to) take no position contrary thereto or inconsistent therewith (including, without limitation, in any audits or examinations by any Tax Authority or any other proceeding). Buyer and Seller agree to cooperate in good faith with each other in the preparation and timely filing of any Tax Returns required to be filed in connection with the making of such an election and with respect to reporting the purchase and sale of the Company Capital Stock Allocated Assets, including the exchange of information and with respect to the indirect purchase preparation and sale filing of the equity interests of each of the Company’s U.S. Subsidiaries for income Tax purposes hereunder “section 336(e) election statement” pursuant to Treasury Regulations § 1.336-2(h)(1)(iii) (collectively, the “Section 336(e) ElectionsElection Statement”). The first sentence of Buyer and Seller agree to report the transactions under this paragraph (A) is intended by the Parties hereto to meet the requirements of Treasury Regulation Sections 1.336-2(h)(l)(i). Each of Seller, Actua, Agreement consistently with such elections and the Company shall take no position contrary thereto unless required to do so by applicable Tax law. Buyer and Seller shall update the Tax Allocation to reflect any and all actions necessary in order complete amount treated as an adjustment to the purchase price for the SLDI Shares or RRII Shares for Tax purposes or to any other amount treated as deemed consideration for purposes of the Section 336(e) Elections Elections. (b) At the Closing, Seller and Buyer shall cause SLDI and RRII to enter into a written, binding agreement with Seller in the manner described in Treasury Regulation Sections 1.336-2(h)(l) a form approved by both Seller and Buyer (and any corresponding requirements under applicable state Tax law). No later than twenty (20) days prior to the applicable due date for timely filing, the Equityholders’ Representative shall deliver to Parent the election statement for each Section 336(e) Election described in Treasury Regulations Section 1.336-2(h)(5) for Parent’s review, comment and such approval (not to be unreasonably withheld, conditioned or delayed). Promptly following the consummation of the Section 336(e) Elections, the Equityholders’ Representative shall provide evidence reasonably satisfactory to Parent that the Section 336(e) Elections have been properly executed and filed (including a copy of such election and any related schedules, forms or other documentationby either party) to the extent the Equityholders’ Representative is responsible for such filing. (B) The Merger Consideration and other items properly includible in the aggregate deemed asset disposition price (“ADADP”) of the Company pursuant to make the Section 336(e) Election within the meaning of Treasury Regulations § 1.336-2(h)(1)(i). If any changes are required to such agreement as a result of information received after such form is prepared, Buyer and Seller shall agree on and make such changes. Buyer and Seller agree that all other Section 336(e) Forms shall be allocated among prepared and filed consistent with the assets Tax Allocation, and that each of Seller and Buyer will provide the Company other with such information as is reasonably required in order to prepare any Section 336(e) Forms. Seller shall file, or cause to be filed, the Section 336(e) Election Statement with the consolidated federal income tax return for the Seller Group for the taxable year that includes the Closing Date and timely provide a copy of such Section 336(e) Election Statement to SLDI and RRII in accordance with Section 336(e) of the Code, the regulations thereunder and the principles set forth in Exhibit I attached hereto (the “Allocation Methodology”Treasury Regulations § 1.336-2(h)(1)(iv). (Cc) Within sixty (60) days following the Closing DateFor purposes of this Agreement, the Equityholders’ Representative shall provide Parent with (i) a statement setting forth an allocation of the ADADP among the assets of the Company in accordance with the Allocation Methodology for Tax Purposes (the “Purchase Price Allocation”) and (ii) a statement setting forth a calculation of the Section 336(e) Adjustment as of the Closing Date prepared Forms” means all returns, documents, statements, and other forms that are required to be submitted to any federal, state, county or other local tax authority in good faith and in accordance connection with the Purchase Price Allocation (the “Closing Date a 336(e) Adjustment”Election. Section 336(e) (in each case, to the extent components of the Merger Consideration have not yet been finally determined Forms shall include any Section 336(e) Election Statement that is required pursuant to Treasury Regulations Section 1(j), using such components as calculated for purposes of the Initial Merger Consideration). If, within fifteen (15) days following the date of receipt of the Purchase Price Allocation and the Closing Date 336(e) Adjustment, Parent does not dispute the Equityholders’ Representative’s calculation of either, then the Purchase Price Allocation and Closing Date 336(e) Adjustment shall be final, binding and conclusive upon the Parties for purposes of Tax reporting and determining the payment contemplated in this Section 9(c)(viii)(C). If Parent disagrees with the Equityholders’ Representative’s calculation of either the Purchase Price Allocation 1.336-2 or the Closing Date 336(e) Adjustment, then, within such fifteen (15) days, the Parent shall notify the Equityholders’ Representative of such disagreement in writing. The parties shall negotiate in good faith for five (5) days to attempt to resolve such disagreement. Any disagreement unresolved at the end of this period shall be promptly submitted to the Independent Accounting Firm, whose resolution shall be provided within fifteen (15) days of receipt of such submission, shall be final, binding and conclusive on the parties and the costs of which shall be split equally between Parent, on the one hand, and the Equityholders, on the other hand. The Closing Date 336(e) Adjustment, as determined pursuant to this Section 9(c)(viii)(C) after all actions and procedures described herein have been completed, is hereinafter referred to as the “Final Closing Date 336(e)any successor provisions.

Section 336(e) Election. (A) ActuaThe Group Companies and Buyer, as applicable, will, at Seller’s request, join with Seller and the Company hereby agree to make in making a timely elections election under Code Section 336(e) (and any corresponding election under state Tax law) of the Code with respect to any distribution occurring in the purchase Pre-Closing Restructuring (a “Section 336(e) Election”), and sale the parties hereto shall reasonably cooperate in the completion and timely filing of any Section 336(e) Election in accordance with the Company Capital Stock requirements under Treasury Regulation 1.336-2(h). If Seller requests a Section 336(e) Election pursuant to this Section 6.3(g), Seller shall prepare and with respect file all forms and documents reasonably required to effectuate the indirect purchase Section 336(e) Election and sale Buyer shall promptly execute (or cause to be executed) and deliver to Seller, completed and executed copies of any forms reasonably requested by Seller and file such documents or forms provided by Seller in order to effectuate the equity interests of each of the Company’s U.S. Subsidiaries for income Tax purposes hereunder Section 336(e) Election (collectivelysuch document(s) and form(s), the “Section 336(e) ElectionsElection Forms”). The first sentence of this paragraph (Acompleted and executed Section 336(e) is intended Election Forms shall be consistent with the purchase price allocation provided by the Parties hereto to meet the requirements of Treasury Regulation Sections 1.336-2(h)(l)(i). Each of Seller, Actuaand subject to Buyer’s review and incorporation of reasonable comments made by Buyer. If a Section 336(e) Election is made, Buyer shall (and shall cause its Affiliates (including, following the Company Closing, the Group Companies) to) report the distributions occurring in the Pre-Closing Restructuring consistent with any Section 336(e) Election for all applicable Tax purposes and shall take no position inconsistent therewith in any and all actions necessary in order complete Tax Return (including IRS Form 8883), any proceeding before any Governmental Authority, or otherwise; provided that any Taxes resulting from the Section 336(e) Elections Election shall constitute Pre-Closing Taxes and Tax resulting from the Pre-Closing Restructuring and shall be included in the manner described in Treasury Regulation Sections 1.336-2(h)(l) (and any corresponding requirements under applicable state Tax law)calculation of Indebtedness. No later than twenty (20) 30 days prior to after the applicable due date for timely filingAgreement date, the Equityholders’ Representative shall deliver to Parent the election statement for each Section 336(e) Election described in Treasury Regulations Section 1.336-2(h)(5) for Parent’s review, comment and approval (not to be unreasonably withheld, conditioned or delayed). Promptly following the consummation of the Section 336(e) Elections, the Equityholders’ Representative Seller shall provide evidence reasonably satisfactory to Parent that the Section 336(e) Elections have been properly executed Buyer with any and filed (including a copy of such election all analysis and any related schedules, forms or other documentation) to the extent the Equityholders’ Representative is responsible for such filing. (B) The Merger Consideration and other items properly includible in the aggregate deemed asset disposition price (“ADADP”) of the Company pursuant supporting workpapers relating to the Section 336(e) Election shall be allocated among in order to support the assets of the Company in accordance with Section 336(e) of the Code, the regulations thereunder and the principles set forth in Exhibit I attached hereto (the “Allocation Methodology”). (C) Within sixty (60) days following the Closing Date, the Equityholders’ Representative shall provide Parent with (i) a statement setting forth an allocation of the ADADP among the assets of the Company in accordance with the Allocation Methodology for Tax Purposes (the “Purchase Price Allocation”) and (ii) a statement setting forth a calculation of the 336(e) Adjustment as of the Closing Date prepared in good faith resulting Taxes and in accordance with the Purchase Price Allocation (the “Closing Date 336(e) Adjustment”) (in each case, to the extent components of the Merger Consideration have not yet been finally determined pursuant to Section 1(j), using such components as calculated provide information for purposes of the Initial Merger Consideration). If, within fifteen (15) days following the date of receipt of the Purchase Price Allocation and the Closing Date 336(e) Adjustment, Parent does not dispute the Equityholders’ Representative’s calculation of either, then the Purchase Price Allocation and Closing Date 336(e) Adjustment shall be final, binding and conclusive upon the Parties for purposes of any related Tax reporting and determining the payment contemplated in this Section 9(c)(viii)(C). If Parent disagrees with the Equityholders’ Representative’s calculation of either the Purchase Price Allocation or the Closing Date 336(e) Adjustment, then, within such fifteen (15) days, the Parent shall notify the Equityholders’ Representative of such disagreement in writing. The parties shall negotiate in good faith for five (5) days to attempt to resolve such disagreement. Any disagreement unresolved at the end of this period shall be promptly submitted to the Independent Accounting Firm, whose resolution shall be provided within fifteen (15) days of receipt of such submission, shall be final, binding and conclusive on the parties and the costs of which shall be split equally between Parent, on the one hand, and the Equityholders, on the other hand. The Closing Date 336(e) Adjustment, as determined pursuant to this Section 9(c)(viii)(C) after all actions and procedures described herein have been completed, is hereinafter referred to as the “Final Closing Date 336(e)Returns.

Section 336(e) Election. (Ai) Actua, Seller and the Buyer shall make, or cause to be made, a joint election for any US Company hereby agree to make timely elections that is classified as a corporation for U.S. federal income tax purposes under Code Section 336(e) (of the Code and under any corresponding election under applicable similar provisions of state Tax law) law with respect to the purchase and sale of the US Company Capital Stock and with respect Interests (all such elections being referred to the indirect purchase and sale of the equity interests of each of the Company’s U.S. Subsidiaries for income Tax purposes hereunder (collectively, the collectively as a “Section 336(e) ElectionsElection”). The first sentence ) and at the Closing, Seller and Buyer shall execute three (3) copies of this paragraph IRS Form 8883 (A) is intended by making appropriate adjustments to report the Parties hereto to meet the requirements results of Treasury Regulation Sections 1.336-2(h)(l)(i). Each of Seller, Actua, and the Company shall take any and all actions necessary in order complete the Section 336(e) Elections Election) or any successor form and any similar state forms. Buyer and Seller shall cooperate fully in making the manner described Section 336(e) Election, including filing and executing such additional forms, returns, elections, schedules and other documents required to effect and preserve timely elections in accordance with Treasury Regulation Sections Section 1.336-2(h)(l2(h) (and or any corresponding requirements under applicable state comparable provisions of state, local or non-U.S. Tax law). No , including all “Section 336(e) election statements” and “written, binding agreements” (each as described in the Treasury Regulations under Section 336(e) of the Code or any comparable provisions of state, local or non-U.S. Tax law) or any successor provisions; provided, however, that Buyer may provide Seller with written notice no later than twenty ten (2010) days prior to the applicable due date Closing Date that it is electing for timely filingSeller and Buyer to make, the Equityholders’ Representative shall deliver to Parent the election statement for each Section 336(e) Election described in Treasury Regulations Section 1.336-2(h)(5) for Parent’s review, comment and approval (not or cause to be unreasonably withheldmade, conditioned or delayed). Promptly following a joint election for any US Company that is classified as a corporation for U.S. federal income tax purposes under Section 338(h)(10) of the consummation Code and under any applicable similar provisions of state law with respect to the purchase of the US Company Interests (all such elections being referred to collectively as an “Alternative Section 338(h)(10) Election”) in lieu of the Section 336(e) ElectionsElection, in which case, the Equityholders’ Representative provisions of this Section 6.01(d) shall provide evidence reasonably satisfactory to Parent that the Section 336(e) Elections have been properly executed and filed (including a copy of such election and any related schedules, forms or other documentation) apply to the extent the Equityholders’ Representative is responsible for such filingAlternative Section 338(h)(10) Election mutatis mutandis. (Bii) The Merger Consideration and other items properly includible in Within ninety (90) days following the aggregate deemed asset disposition price (“ADADP”) final determination of the Company Purchase Price pursuant to the Section 336(e) Election 2.05(c), Seller shall be allocated among the assets of the Company prepare (in accordance with with, as applicable, Section 338(h)(10) or Section 336(e) of the Code, Code and the regulations Treasury Regulations thereunder and the principles set forth in Exhibit I attached hereto (on Schedule 6.01(d)(ii)) and deliver to Buyer a schedule allocating, to the extent applicable, the “Allocation Methodology”). (C) Within sixty (60) days following aggregate deemed asset disposition price,” as defined in Treasury Regulation Section 1.336-3 or the Closing Date“aggregate deemed sale price” as defined in Treasury Regulations Section 1.338-4, the Equityholders’ Representative shall provide Parent with (i) a statement setting forth an allocation of the ADADP among the assets of the Company in accordance with the Allocation Methodology for Tax Purposes US Companies (the “Purchase Price AllocationAllocation Schedule”). Unless Buyer objects in writing to the Allocation Schedule within thirty (30) days after delivery of such Allocation Schedule, the Allocation Schedule shall be deemed to be accepted and agreed to by Buyer. If the Buyer objects to the Allocation Schedule in writing within thirty (ii30) a statement setting forth a calculation days after delivery of such Allocation Schedule, the 336(e) Adjustment as of the Closing Date prepared Parties will attempt in good faith to resolve their disagreements. If Buyer and Seller are unable to resolve any such disagreement within thirty (30) days after ▇▇▇▇▇ receives notice of objection from Seller, the Parties shall retain the Accountant to resolve any such disagreements; provided that the Accountant shall utilize the principles set forth on Schedule 6.01(d)(ii) and that the fees and expenses of the Accountant will be borne by the Parties in accordance with the Purchase Price same proportion as set forth in Section 2.05(c) hereof mutatis mutandis. The determination of the Accountant shall be final and binding on all Parties (Allocation (Schedule agreed to by the Parties or finally determined by the Accountant, the “Closing Date 336(e) AdjustmentFinal Allocation Schedule”) (). The Final Allocation Schedule shall be revised to take into account any adjustments to the total consideration paid hereunder, including adjustments pursuant to Section 2.05(d), Section 2.06, Section 7.09 and this Article VI, by taking into account the characteristics of, and events giving rise to the adjustment, in each case, pursuant to provisions of this Section 6.01(d)(ii). The Parties agree that, for applicable Tax purposes, Buyer shall not be treated as receiving any payment from any Group Company or Sellers as a result of its assumption of any deferred revenue or similar liability in connection with the extent components transactions contemplated by this Agreement. Buyer, Seller and their respective Affiliates shall file all Tax Returns in a manner consistent with the Final Allocation Schedule, unless otherwise required by a “determination” within the meaning of a Section 1313 of the Merger Consideration have not yet been finally determined pursuant to Section 1(jCode (or analogous provision of state, local, or non-U.S. law), using such components as calculated for purposes of the Initial Merger Consideration). If, within fifteen (15) days following the date of receipt of the Purchase Price Allocation and the Closing Date 336(e) Adjustment, Parent does not dispute the Equityholders’ Representative’s calculation of either, then the Purchase Price Allocation and Closing Date 336(e) Adjustment shall be final, binding and conclusive upon the Parties for purposes of Tax reporting and determining the payment contemplated in this Section 9(c)(viii)(C). If Parent disagrees with the Equityholders’ Representative’s calculation of either the Purchase Price Allocation or the Closing Date 336(e) Adjustment, then, within such fifteen (15) days, the Parent shall notify the Equityholders’ Representative of such disagreement in writing. The parties shall negotiate in good faith for five (5) days to attempt to resolve such disagreement. Any disagreement unresolved at the end of this period shall be promptly submitted to the Independent Accounting Firm, whose resolution shall be provided within fifteen (15) days of receipt of such submission, shall be final, binding and conclusive on the parties and the costs of which shall be split equally between Parent, on the one hand, and the Equityholders, on the other hand. The Closing Date 336(e) Adjustment, as determined pursuant to this Section 9(c)(viii)(C) after all actions and procedures described herein have been completed, is hereinafter referred to as the “Final Closing Date 336(e).

Section 336(e) Election. (Aa) ActuaIf requested by the Buyer in writing, the Seller and the Company hereby shall agree to make timely elections an election under Code Section 336(e) (of the Code with respect to the transactions contemplated by this Agreement. If such a request is made by the Buyer, the Seller shall make, and shall take any and all actions necessary to effect, an election under Section 336(e) of the Code and any corresponding election under state Tax lawstate, local, and foreign Law (each as requested in writing by the Buyer) with respect to the purchase and sale of the Company Capital Stock and with respect hereunder (collectively, a “Section 336(e) Election”). If a Section 336(e) Election is made, the Seller shall include any income, gain, loss, deduction or other Tax item resulting from the Section 336(e) Election on its Returns to the indirect extent required by Law. If the Buyer requests a Section 336(e) Election pursuant to this Section 7.7(a), the Seller and the Buyer shall, within ten (10) days following completion of the Allocation Schedule as finally determined pursuant to Section 7.7(b), exchange completed and executed copies of IRS Forms 8023 and 8883 (if such forms are approved by the IRS for purposes of a Section 336(e) Election or such other form(s) as are approved by the IRS for purposes of a Section 336(e) Election and as are requested in writing by the Buyer (such form(s), the “Election Forms” ), required schedules thereto, and any similar state, local or foreign forms requested by the Buyer in writing. The completed and executed Election Forms shall reflect the allocation schedule agreed to by the Seller and the Buyer pursuant to Section 7.7(b). If a Section 336(e) Election is made, the Seller and the Buyer shall report the purchase and sale of the equity interests of each Company Stock consistent with the Section 336(e) Election and shall take no position inconsistent therewith in any Return, any proceeding before any Governmental Authority, or otherwise. (b) If a Section 336(e) Election is made, the Buyer, Company and the Seller agree that the Purchase Price (plus any liabilities of the Company’s U.S. Subsidiaries for income Tax purposes hereunder Company treated as part of the purchase price under Section 336(e) of the Code and the regulations thereunder (collectively, the “Section 336(e) Elections”). The first sentence of this paragraph (AConsideration” ) is intended by the Parties hereto to meet the requirements of Treasury Regulation Sections 1.336-2(h)(l)(i). Each of Seller, Actua, and the Company shall take any and all actions necessary in order complete the Section 336(e) Elections in the manner described in Treasury Regulation Sections 1.336-2(h)(l) (and any corresponding requirements under applicable state Tax law). No later than twenty (20) days prior to the applicable due date for timely filing, the Equityholders’ Representative shall deliver to Parent the election statement for each Section 336(e) Election described in Treasury Regulations Section 1.336-2(h)(5) for Parent’s review, comment and approval (not to be unreasonably withheld, conditioned or delayed). Promptly following the consummation of the Section 336(e) Elections, the Equityholders’ Representative shall provide evidence reasonably satisfactory to Parent that the Section 336(e) Elections have been properly executed and filed (including a copy of such election and any related schedules, forms or other documentation) to the extent the Equityholders’ Representative is responsible for such filing. (B) The Merger Consideration and other items properly includible in the aggregate deemed asset disposition price (“ADADP”) of the Company pursuant to the Section 336(e) Election shall be allocated among the assets of the Company in accordance a manner consistent with Section Sections 336(e) of the Code, Code and the regulations thereunder and as shown on the principles set forth in Exhibit I attached hereto allocation schedule (the “Allocation Methodology”Schedule” ). (C) Within sixty (60) days following the Closing Date, the Equityholders’ Representative shall provide Parent with (i) a statement setting forth an allocation . A draft of the ADADP among Allocation Schedule shall be prepared by the assets of the Company in accordance with the Allocation Methodology for Tax Purposes (the “Purchase Price Allocation”) Buyer and (ii) a statement setting forth a calculation of the 336(e) Adjustment as of the Closing Date prepared in good faith and in accordance with the Purchase Price Allocation (the “Closing Date 336(e) Adjustment”) (in each case, delivered to the extent components of the Merger Consideration have not yet been finally determined pursuant to Section 1(j), using such components as calculated for purposes of the Initial Merger Consideration). If, Seller within fifteen (15) days following the date of receipt of the Purchase Price Allocation and the Closing Date 336(e) Adjustment, Parent does not dispute the Equityholders’ RepresentativeBuyer’s calculation of either, then the Purchase Price Allocation and Closing Date 336(e) Adjustment shall be final, binding and conclusive upon the Parties for purposes of Tax reporting and determining the payment contemplated in this request to make a Section 9(c)(viii)(C). If Parent disagrees with the Equityholders’ Representative’s calculation of either the Purchase Price Allocation or the Closing Date 336(e) Adjustment, then, within such fifteen (15) days, the Parent shall notify the Equityholders’ Representative of such disagreement in writing. The parties shall negotiate in good faith for five (5) days to attempt to resolve such disagreement. Any disagreement unresolved at the end of this period shall be promptly submitted to the Independent Accounting Firm, whose resolution shall be provided within fifteen (15) days of receipt of such submission, shall be final, binding and conclusive on the parties and the costs of which shall be split equally between Parent, on the one hand, and the Equityholders, on the other hand. The Closing Date 336(e) Adjustment, as determined pursuant to this Section 9(c)(viii)(C) after all actions and procedures described herein have been completed, is hereinafter referred to as the “Final Closing Date 336(e)

Section 336(e) Election. (Aa) ActuaUpon request of Purchaser, Seller and the Company hereby agree to make timely elections cause an election to be made under Code Section 336(e) of the Code and the Treasury Regulations promulgated thereunder (and any corresponding election under state Tax lawor local Law) (collectively, a “Section 336(e) Election”) with respect to the purchase and sale of the Company Capital Stock pursuant to this Agreement. Seller, Purchaser and the Company agree that they will (and will cause their respective Affiliates to) cooperate in good faith in the timely completion and filing of such elections and any related filings and procedures and further agree: (i) that this Agreement constitutes a written, binding agreement (a “Section 336(e) Agreement”) to make the Section 336(e) Election, as required by Treasury Regulations Section 1.336-2(h)(1)(i); (ii) to each retain a copy of the Section 336(e) Agreement, as required by Treasury Regulations Section 1.336-2(h)(1)(ii); (iii) that Seller shall, in consultation with respect Purchaser, prepare the Section 336(e) statements required by Treasury Regulations Section 1.336-2(h)(1)(iii) and such statements shall be attached to the indirect purchase consolidated U.S. federal income Tax Return of Seller (and sale any corresponding state or local income Tax Returns) for the taxable year including the Closing Date; and (iv) that Seller shall provide a copy of the equity interests of each of Section 336(e) statements described in clause (iii) to the Company’s Company on or before the due date for filing the consolidated U.S. Subsidiaries for federal income Tax purposes hereunder Return of Seller (collectivelyand any corresponding state or local income Tax Returns) for the taxable year including the Closing Date, as required by Treasury Regulations Sections 1.336-2(h)(1)(iv) (such statements, the “Section 336(e) ElectionsElection Documents”). The first sentence of this paragraph (A) is intended by the Parties hereto to meet the requirements of Treasury Regulation Sections 1.336-2(h)(l)(i). Each of Seller, Actua, and the Company shall take any and all actions necessary in order complete the Section 336(e) Elections in the manner described in Treasury Regulation Sections 1.336-2(h)(l) (and any corresponding requirements under applicable state Tax law). No later than twenty (20) days prior to the applicable due date for timely filing, the Equityholders’ Representative shall deliver to Parent the election statement for each Section 336(e) Election described in Treasury Regulations Section 1.336-2(h)(5) for Parent’s review, comment and approval (not to be unreasonably withheld, conditioned or delayed). Promptly following the consummation of the Section 336(e) Elections, the Equityholders’ Representative shall provide evidence reasonably satisfactory to Parent that the Section 336(e) Elections have been properly executed and filed (including a copy of such election and any related schedules, forms or other documentation) to the extent the Equityholders’ Representative is responsible for such filing. (Bb) The Merger Consideration and other items properly includible in computation of the “aggregate deemed asset disposition price price” and “adjusted grossed up basis” (as defined in the applicable Treasury Regulations) (the “ADADP” and “AGUB”, respectively) of the Company pursuant to the Section 336(e) Election shall be allocated among the assets of the Company shall be prepared in accordance with Section 336(e) of the Code, the regulations thereunder Code and the principles set forth in Exhibit I attached hereto (the “Allocation Methodology”). (C) Within Treasury Regulations promulgated thereunder. No later than sixty (60) days following the Closing Datedetermination of the Final Purchase Price pursuant to Section 1.02, the Equityholders’ Representative Seller shall provide Parent Purchaser with (i) a statement setting forth an allocation of the ADADP Final Purchase Price, liabilities and other relevant items among the assets of the Company in accordance with the Allocation Methodology for Tax Purposes and its Subsidiaries (the “Purchase Price Draft Allocation”) and (ii) a statement setting forth a calculation of the 336(e) Adjustment as of the Closing Date prepared in good faith and in accordance with the Purchase Price Allocation (the “Closing Date 336(e) Adjustment”) (in each case, to the extent components of the Merger Consideration have not yet been finally determined pursuant to Section 1(j), using such components as calculated for purposes of the Initial Merger Consideration). If, within fifteen (15) days following the date of receipt of the Purchase Price Allocation and the Closing Date 336(e) Adjustment, Parent does not dispute the Equityholders’ Representative’s calculation of either, then the Purchase Price Allocation and Closing Date 336(e) Adjustment shall be final, binding and conclusive upon the Parties for purposes of Tax reporting and determining the payment contemplated in this Section 9(c)(viii)(C). If Parent disagrees with the Equityholders’ Representative’s calculation of either the Purchase Price Allocation or the Closing Date 336(e) Adjustment, then, Purchaser objects within such fifteen thirty (15) days, the Parent shall notify the Equityholders’ Representative of such disagreement in writing. The parties shall negotiate in good faith for five (5) days to attempt to resolve such disagreement. Any disagreement unresolved at the end of this period shall be promptly submitted to the Independent Accounting Firm, whose resolution shall be provided within fifteen (1530) days of receipt of thereof, Seller and Purchaser shall cooperate in good faith to resolve such submissionobjections and to revise the Draft Allocation to reflect their agreement, or, if the parties cannot reach an agreement within ten (10) days after Purchaser’s objection, any disputes shall be final, binding and conclusive resolved by the Independent Accountant on a basis consistent with the parties and the costs procedures of which shall be split equally between Parent, on the one hand, and the Equityholders, on the other hand. The Closing Date 336(e) AdjustmentSection 1.02 (such allocation, as finally determined pursuant to this Section 9(c)(viii)(C) after all actions by Seller and procedures described herein have been completedPurchaser or the Independent Accountant, is hereinafter referred to as applicable, the “Final Closing Date Allocation”). (c) Seller and Purchaser shall (and shall cause their Affiliates to) report, act, and file all Tax Returns (including IRS Form 8883) in a manner consistent with the Section 336(e)) Election and the Final Allocation and shall not take any position (whether in audits, Tax Returns, or otherwise) that is inconsistent with the foregoing, except as otherwise required by applicable Law.