Common use of Tax Returns Clause in Contracts

Tax Returns. For any tax periods ending on or before the Closing Date, Seller shall prepare or cause to be prepared, at Seller’s expense, and timely file all Tax Returns for Company which are required to be filed after the Closing Date with respect to such tax periods (the “Pre-Closing Returns”). Subject to the requirements of applicable Tax Law, each Pre-Closing Return shall be prepared in a manner consistent with past practices of the Company, but in all cases shall be in conformity with the Code, the United States Treasury Regulations and other primary authority. The Seller shall deliver any Pre-Closing Return (along with associated tax workpapers) to Buyer at least thirty (30) days prior to the date on which such Pre-Closing Return is required to be filed (taking into account extension) and in the case of a return due within 30 days after the Closing Date as soon as practical. If Buyer disputes any item on any such Pre-Closing Return prepared by the Seller, it shall, within ten (10) days of receiving such Pre-Closing Return, notify the Seller of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Pre-Closing Return at issue (taking into account applicable extensions), then such Pre-Closing Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______

Tax Returns. For any tax Sellers shall file or cause to be filed when due, including extensions thereof, all Returns that are required to be filed with respect to the Company for taxable years or periods ending on or before the Closing DateDate and shall pay any Taxes due in respect of such Returns, Seller and Buyer shall prepare file or cause to be prepared, at Seller’s expense, and timely file filed when due all Tax Returns for Company which that are required to be filed with respect to the Company for taxable years or periods beginning and ending after the Closing Date and shall pay any Taxes due in respect of such Returns. Sellers and Buyer shall jointly prepare and Buyer shall file or cause to be filed all Returns that are required to be filed with respect to such tax periods (the “Pre-Closing Returns”). Subject Company for any Split Period taxable year, and AWS and Buyer agree to the requirements of applicable Tax Law, each Pre-Closing Return shall be prepared negotiate and resolve in good faith any issue arising as a manner consistent with past practices result of the Company, but in all cases shall be in conformity with preparation of such Tax Return. In the Code, event the United States Treasury Regulations and other primary authority. The Seller shall deliver parties are unable to resolve any Pre-Closing Return (along with associated tax workpapers) dispute prior to Buyer at least thirty (30) days Business Days before the due date of such Tax Return, including extensions thereof, if a request for extension has been timely filed, AWS and Buyer shall jointly select a public accounting firm with nationally recognized tax expertise ("Tax Arbitrator") to resolve the dispute. If the Tax Arbitrator has not resolved the dispute within five (5) Business Days prior to the due date (including extensions) for the filing of the Tax Return in question, then Buyer may file such Tax Return in accordance with its position on such disputed issue without AWS' consent. Notwithstanding the filing of such Tax Return, the Tax Arbitrator shall make a determination with respect to any disputed issue, and the amount of Taxes for which such Pre-Closing Return is required Sellers are responsible pursuant to Section 8.3(b) shall be filed (taking into account extension) and in the case of a return due within 30 days after the Closing Date as soon as practical. If Buyer disputes any item on any such Pre-Closing Return prepared determined by the Seller, it shall, within ten (10) days of receiving such Pre-Closing Return, notify the Seller of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Independent AuditorTax Arbitrator. The fees and expenses of the Independent Auditor attributable Tax Arbitrator shall be shared equally by Buyer and Sellers. Not later than five (5) Business Days before the due date for the payment of Taxes with respect to such Tax Return or (ii) in the event of a dispute five (5) Business Days after notice to Sellers of resolution thereof, Sellers shall be borne equally by pay to Buyer an amount equal to the Seller and Taxes allocable to Sellers pursuant to Section 8.3(b). Notwithstanding the Buyer. If foregoing, in the Independent Auditor is unable case of a dispute, Sellers shall pay to resolve the dispute no Buyer not later than 3 days prior five (5) Business Days before the due date for the payment of Taxes with respect to such Tax Return, the filing date amount of Taxes that Sellers reasonably believe at such time is properly allocable to Sellers pursuant to Section 8.3(b). No payment pursuant to this Section shall exempt Sellers from their indemnification obligations pursuant to this Agreement if the Pre-Closing Return at issue amount of Taxes as ultimately determined (taking into account applicable extensions), then on audit or otherwise) for the periods covered by such Pre-Closing Return shall be filed as prepared by Tax Returns that are the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution responsibility of Sellers exceeds the disputed items. Seller shall provide a copy amount of such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______Sellers' payment under this Section.

Tax Returns. For any tax (a) Subject to Section 10.1(b) and Section 10.1(c), the Shareholders shall prepare and file or cause to be filed when due (taking into account all extensions properly obtained) all Tax Returns that are required to be filed by or with respect to PrimaryAds for taxable years or periods ending on or before the Closing Date, Seller and the Shareholders shall prepare remit or cause to be prepared, at Seller’s expenseremitted any Taxes due in respect of such Tax Returns, and timely THK shall prepare and file or cause to be filed when due (taking into account all extensions properly obtained) all Tax Returns for Company which that are required to be filed by or with respect to the PrimaryAds Surviving Corporation for taxable years or periods ending after the Closing Date with and THK shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. (b) From and after the Closing, the Shareholders shall indemnify THK, pursuant to, but not subject to the limitations set forth in, Article IX, for all (1) Taxes imposed on PrimaryAds for any taxable year or period, or portion thereof, that ends on or before the Closing Date and (2) Taxes of any Person (other than PrimaryAds) imposed on PrimaryAds as a transferee or successor, by contract or pursuant to any requirement of laws, which Taxes relate to an event or transaction occurring before the Closing Date. In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the Taxes of PrimaryAds (or Taxes for which PrimaryAds is liable) for the portion of the period ending on the Closing Date (for which the Shareholders are liable) shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such tax periods purpose, the taxable period of any partnership or other pass-through entity in which PrimaryAds holds a beneficial interest shall be deemed to terminate at such time), except that the amount of any such Taxes that are imposed on a periodic basis and are not based on or measured by income or receipts shall be determined by reference to the percentage that the number of days in the portion of such period ending on the Closing Date bears to the total number of days in such period beginning after the Closing Date. The limitations on indemnity contained in September 9.1(c) shall not apply to the obligations set forth herein. (c) Notwithstanding anything herein to the contrary, the Shareholders shall be liable for and shall pay, and pursuant to Article IX shall indemnify THK and the PrimaryAds Surviving Corporation against, any real property transfer or gains Tax, sales Tax, use Tax, stamp Tax, stock transfer Tax, or other similar Tax imposed on the transactions contemplated by this Agreement. The limitations on indemnity contained in September 9.1(c) shall not apply to the obligations set forth herein. (d) THK shall promptly cause the PrimaryAds Surviving Corporation to prepare and provide to the Shareholders a package of Tax information materials, including, without limitation, schedules and work papers (the “Pre-Closing ReturnsTax Package”). Subject ) required by the Shareholders to enable the requirements of applicable Shareholders to prepare and file all Tax Law, each Pre-Closing Return shall be prepared in a manner consistent with past practices of the Company, but in all cases shall be in conformity with the Code, the United States Treasury Regulations and other primary authority. The Seller shall deliver any Pre-Closing Return (along with associated tax workpapers) to Buyer at least thirty (30) days prior to the date on which such Pre-Closing Return is Returns required to be prepared and filed (taking into account extension) by the Shareholders pursuant to Section 10.1(a). The Tax Package shall be completed in accordance with past practice, including past practice as to providing such information and in as to the case method of a return due computation of separate taxable income or other relevant measure of income of PrimaryAds. THK and the PrimaryAds Surviving Corporation shall cause the Tax Package to be delivered to the Shareholders within 30 60 days after the Closing Date as soon as practical. If Buyer disputes any item on any such Pre-Closing Return prepared by the Seller, it shall, within ten (10) days of receiving such Pre-Closing Return, notify the Seller of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Pre-Closing Return at issue (taking into account applicable extensions), then such Pre-Closing Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______Date.

Tax Returns. For any tax periods ending on or before the Closing Date(a) Except as provided in Section 6.5 hereof, Seller DuPont shall prepare prepare, or cause to be prepared, at Seller’s expenseprepared in accordance with applicable Law, and timely file or cause to be filed, when due, all Tax Returns (other than Straddle Period Tax Returns) with respect to Taxes for which DuPont is responsible as described in Section 6.1(a) hereof, including, without limitation, income, franchise, or other similar Tax Returns for any Transferred Business Company which are for any Pre-Closing Tax Period. Buyer shall and shall cause the Transferred Business Companies to cooperate with, and take any 101 action reasonably requested by, DuPont with respect to the preparation and filing of such Tax Returns. The immediately preceding sentence shall, in no way, be construed as limiting or otherwise modifying the rights and obligations of the parties under Section 6.7 hereof. (b) Except as provided in Section 6.5 hereof, Buyer shall prepare, or cause to be prepared in accordance with applicable Law (in the case of any Straddle Period Tax Return, consistent with past practice for such Tax Return) and file or cause to be filed, when due, all Tax Returns with respect to the Transferred Business Companies and the Transferred Equipment required to be filed after other than those described in Section 6.3(a) hereof. (c) If either DuPont or Buyer is obligated under this Agreement to bear the Closing Date economic burden for any portion of the Tax payable in connection with respect any Tax Return to be prepared and filed by the other (or an Affiliate of the other), the party responsible for filing such tax periods return (the “Pre-Closing Returns”). Subject "PREPARER") shall prepare and deliver to the requirements other party (the "PAYOR") a copy of applicable Tax Lawsuch return and any schedules, each Pre-Closing Return shall be prepared in a manner consistent with past practices work papers and other documentation that are relevant to the preparation of the Company, but in all cases shall portion of such return for which the Payor is or may be in conformity with the Code, the United States Treasury Regulations and other primary authority. The Seller shall deliver any Pre-Closing Return (along with associated tax workpapers) to Buyer at least liable hereunder not later than thirty (30) days prior to the due date on which for such Pre-Closing Tax Return is required (including applicable extensions) (the "DUE DATE"). The Preparer shall not file such Tax Return until the earlier of (i) the receipt of written notice from the Payor indicating the Payor's consent thereto, or (ii) one (1) day prior to be filed (taking into account extension) and in the case Due Date. The Payor shall have the option of a return due within 30 days after providing to the Closing Date as soon as practical. If Buyer disputes Preparer, at any item on any such Pre-Closing Return prepared by the Seller, it shall, within time at least ten (10) days of receiving such Pre-Closing Return, notify the Seller of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the date Due Date, written instructions as to how the Payor wants any, or all, of the Tax Items for which it may be liable reflected on such Tax Return. The Preparer shall, in preparing such Tax Return, cause the items for which the relevant Pre-Closing Return Payor is required liable hereunder to be filedreflected in accordance with the Payor's instructions on such Tax Return. If Seller and Buyer cannot resolve any disputed itemIn the absence of having received instructions from Payor, the item in question such items shall be resolved reported in any manner determined by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Pre-Closing Return at issue (taking into account applicable extensions), then such Pre-Closing Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______Preparer.

Tax Returns. For any tax periods ending on or before (i) To the extent permitted by applicable Law, Parent, the Blocker, the Company, and the Sellers’ Representative each agree to treat, and Parent, the Blocker and the Company shall cause each of the Blocker, the Company, and each of the Company’s Subsidiaries to treat, the Closing DateDate as the last day of a taxable period of each of the Blocker, Seller shall prepare or cause to be prepared, at Seller’s expensethe Company, and timely file each of the Company’s Subsidiaries for United States federal income Tax purposes and shall, to the extent permitted by applicable Law, elect with the relevant Governmental Authority to treat, for all other income Tax purposes, the Closing Date as the last day of a taxable period of each of the Blocker, the Company, and each of the Company’s Subsidiaries. (ii) Any Tax Returns for Company which are required to be filed after by the Company, the Surviving Company or their Subsidiaries that are flow-through entities for Tax purposes relating to a Pre-Closing Date with respect Tax Period or Straddle Period shall be caused to such be prepared by the Sellers’ Representative, utilizing the Surviving Company’s existing tax periods return preparation firm or another tax preparation firm selected by the Sellers’ Representative (the “Pre-Closing ReturnsAccounting Firm”). Subject to ) in accordance with the requirements of applicable Tax Law, each Pre-Closing Return shall be prepared in a manner consistent with past practices of the Company, but in all cases shall be in conformity with Company and its Subsidiaries except to the Code, the United States Treasury Regulations and other primary authorityextent required otherwise by applicable Law. The Seller Sellers’ Representative shall deliver any Pre-Closing submit each such Tax Return (along with associated tax workpapers) to Buyer at least Parent for its review not less than thirty (30) days prior to the due date on which for the filing of such Pre-Closing Tax Return is required to be filed (taking into account extension) any extension of time within which to file), and in shall incorporate reasonable comments thereon provided by Parent to the case of a return due within 30 days after the Closing Date as soon as practical. If Buyer disputes any item on any such Pre-Closing Return prepared by the Seller, it shall, within Sellers’ Representative no later than ten (10) days of receiving such Pre-Closing Return, notify the Seller of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the due date on for filing such Tax Return (taking into account any extension of time within which the relevant Pre-Closing Return is required to be filedfile). If Seller and Buyer cannot resolve any disputed itemParent, the item Surviving Company and the Surviving Company’s Subsidiaries that are flow-through entities for Tax purposes shall cooperate with the Sellers’ Representative in question the filing of any such Tax Returns and shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Section 6.18. For the avoidance of doubt, the Sellers’ Representative’s responsibilities hereunder shall not commence until after the Closing and the Sellers’ Representative shall be resolved entitled to utilize the Sellers’ Representative Expense Fund for the fees and expenses incurred in connection with the actions taken by Sellers’ Representative in connection with this Section 6.18, including the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by Accounting Firm. (iii) To the Seller extent a valid election under Section 754 of the Code (and the Buyer. If the Independent Auditor corresponding provisions of state and local law) is unable to resolve the dispute no later than 3 days not in effect immediately prior to the filing date Closing Date, the Company shall make an election under Section 754 of the Code (and corresponding provisions of state and local law) effective for the taxable year that includes the Closing Date. (iv) None of the Company, the Surviving Company, or their Subsidiaries that are flow-through entities for Tax purposes shall file any amended Tax Return relating to any Pre-Closing Return at issue (taking into account applicable extensions)Tax Period or Straddle Period without the prior written consent of the Sellers’ Representative, then such Pre-Closing Return which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that for the avoidance of doubt, it shall be filed as prepared by unreasonable for the SellerSellers’ Representative to withhold, subject condition, or delay its consent to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after extent the filing of any such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______amended Tax Return is required by applicable Law pursuant to a final determination (as defined in Section 1313(a) of the Code or any other similar provision of state, local or foreign Law).

Tax Returns. For any tax Seller shall prepare (at the sole cost and expense of Seller), and Buyer shall cause the Company to file, all income Tax Returns of the Company for Tax periods ending on or before the Closing Date, Date (“Pre-Closing Tax Returns”). Seller shall prepare or cause pay to be preparedBuyer, at Sellerwithin five Business Days of Buyer’s expenserequest, any and timely file all Tax Returns for Company which are required to be filed after the Closing Date Taxes due with respect to such tax periods (the “Pre-Closing Tax Returns”). Subject , except to the requirements extent such Taxes are specifically reflected in the calculation of applicable Tax Law, each Closing Indebtedness or Closing Working Capital set forth on the Final Adjustment Statement. Such Pre-Closing Return Tax Returns shall be prepared in a manner consistent with past practices of the Companypractice (except as otherwise required by Law or as otherwise required by this Agreement), but in all cases shall be in conformity with the Code, the United States Treasury Regulations and other primary authority. The Seller shall deliver provide or cause to be provided any such Pre-Closing Tax Return (along with associated tax workpapers) to Buyer at least thirty (30) days prior to before the due date on which of such Pre-Closing Tax Return is required to be filed (taking into account extensionafter applicable extensions) for Buyer’s review and in the case of a return due within 30 days after the Closing Date as soon as practicalcomment. If Buyer disputes any item on any such Pre-Closing Return prepared by the Seller, it shall, within Not later than ten (10) days of receiving after Seller has provided such Pre-Closing Tax Return, Buyer shall notify the Seller of the existence of any objection, specifying in reasonable detail the nature and basis of such disputed objection, that Buyer may have to any item set forth on such draft Pre-Closing Tax Return. ▇▇▇▇▇ (or itemson behalf of itself, and following the Closing, the Company) and the basis for its objection. Seller agree to consult and Buyer shall act resolve in good faith any such objection. If resolution is not reached after such good-faith efforts, then the Independent Accountants (or if the Independent Accountants shall decline to resolve hear such dispute, then such other nationally recognized accounting firm selected jointly by ▇▇▇▇▇ and Seller) shall be requested to make a determination resolving any dispute between ▇▇▇▇▇ and Seller, and the determination by the Independent Accountants (or such other accounting firm) of any such dispute prior shall be final, binding and conclusive as to Buyer, Seller, the Company, and their respective Affiliates. For purposes of complying with the terms set forth in this Section 8.5.2, each party shall cooperate with and make available to the date on which other parties, its representatives, and the relevant Independent Accountants, all information, records, data and working papers, and shall permit access to its facilities and personnel, as may be reasonably required in connection with the preparation and analysis of the applicable Pre-Closing Tax Return is required to be filedand the resolution of any disputes thereunder. If Seller and Buyer cannot resolve No party shall have any ex parte communications with the Independent Accountants. In resolving any disputed item, the item Independent Accountants shall (a) consider only those items that are in question shall be resolved dispute; (b) choose one of the parties’ positions with respect to the disputed item(s); and (c) not modify any items that are not disputed by the Independent Auditorparties. The fees and expenses disbursements of the Independent Auditor attributable to such dispute Accountants shall be borne equally by the Seller and party (i.e., Buyer, on the Buyerone hand, or Seller, on the other hand) that assigned amounts to items in dispute that were, on a net basis, furthest in amount from the amount finally determined by the Independent Accountants. If the Independent Auditor is unable to Buyer and Seller cannot resolve the dispute an objection no later than 3 five days prior before the due date for filing such Pre-Closing Tax Return, Buyer shall cause the Company to the filing date of file such Pre-Closing Tax Return in a manner determined by Buyer in good faith; provided, however, if upon resolving such objection the Pre-Closing Tax Return at issue (taking into account applicable extensions)needs to be changed, then Buyer shall cause the Company to file an amendment to such Pre-Closing Return Tax Return. Buyer shall prepare and timely file or cause to be prepared and timely filed as prepared by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution all Tax Returns of the disputed itemsCompany that are not Pre-Closing Tax Returns (including Tax Returns of the Company for Tax periods ending on or before the Closing Date that are not income Tax Returns). Seller shall provide a copy pay to Buyer, within five Business Days of Buyer’s request, any and all Taxes due with respect to such Tax Returns allocable to the Pre-Closing Tax Period, except to the extent such Taxes are specifically reflected in the calculation of Closing Indebtedness or Closing Working Capital set forth on the Final Adjustment Statement. The reasonable fees and expenses incurred in the preparation of Tax Returns for Tax periods ending on or before the Closing Date prepared by Buyer shall be the responsibility of Seller, and Seller shall pay to Buyer promptly after Buyer, within five Business Days of Buyer’s request, any such fees and expenses. The parties shall prorate the filing responsibility for the reasonable fees and expenses incurred in the preparation of Tax Returns for Straddle Periods, with such Preproration based on the relative shares of each party with respect to Taxes owed with respect to such Tax Return (as determined under Section 8.5.3). With respect to any Tax Return prepared pursuant to this Section 8.5.2, the parties agree to make (and cause the Company to make, as applicable) the election under Revenue Procedure 2011-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______29 to apply the 70% safe-harbor with respect to any “success based fee” as defined in Treasury Regulation Section 1.263(a)-5(f).

Tax Returns. For (i) The Company shall cause to be timely filed all Tax Returns of or with respect to any tax periods ending Group Company that are due on or before prior to the Closing Date, Seller and the Company shall prepare cause to be timely paid any Taxes shown to be due thereon. At least fifteen (15) days prior to filing any such Return, the Company shall submit a copy of such Return to Parent for Parent’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. Parent and the Surviving Corporation shall timely file or cause to be prepared, at Seller’s expense, and timely file filed all Tax Returns relating to the Group Companies that are due after the Closing Date. (ii) Except as provided in Section 7.2(b)(i) above, Parent shall have the exclusive authority and obligation to prepare and timely file, or cause to be prepared and timely filed, all Tax Returns of the Surviving Corporation; provided, however, that (i) Parent and the Surviving Corporation shall provide the Representative with draft copies of Tax Returns for Company which are the Surviving Corporation required to be filed after prepared by Parent and the Closing Date with respect Surviving Corporation pursuant to such tax periods (the “this Section 7.2(b)(ii) for a Pre-Closing Returns”). Subject to the requirements of applicable Tax LawPeriod, each Pre-Closing Return shall be prepared in a manner consistent with past practices of the Company, but in all cases shall be in conformity with the Code, the United States Treasury Regulations and other primary authority. The Seller shall deliver any Pre-Closing Return (along with associated tax workpapers) to Buyer at least thirty (30) days prior to the due date on for filing such Tax Returns together with a statement setting forth the amount of Tax for which such Pre-Closing Return is required the Sellers are responsible pursuant to be filed Section 7.2(a) (taking into account extensionthe “Tax Statement”), (ii) and in the case of a return due within 30 days after the Closing Date as soon as practical. If Buyer disputes any item on any such Pre-Closing Return prepared by the Seller, it shall, within ten at least fifteen (1015) days of receiving such Pre-Closing Return, notify the Seller of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the due date for the filing of such Tax Returns, the Representative shall notify Parent and the Surviving Corporation of the existence of any objection the Representative may have to any items set forth on which such draft Tax Returns or Tax Statement, and (iii) if, after consulting in good faith, Parent and the relevant Pre-Closing Return is required Representative are unable to resolve such objection(s), such objection(s) shall be filedreferred to an independent accounting firm mutually acceptable to Parent and the Representative for resolution on a basis consistent with Applicable Law with respect to such items. If Seller such independent accounting firm is unable to make a determination with respect to any disputed item within five (5) days prior to the due date for the filing of the Tax Return in question, then Parent may file such Tax Return on the due date therefor without such determination having been made and Buyer cannot resolve without the Representative’s consent. Notwithstanding the filing of such Tax Return, such independent accounting firm shall make a determination with respect to any disputed item, and the item in question amount of Taxes for which the Sellers are responsible under Section 7.2(a) shall be resolved as determined by the Independent Auditorsuch independent accounting firm. The fees and expenses of the Independent Auditor attributable to such dispute independent accounting firm shall be borne equally paid one-half by the Seller Parent and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Preone-Closing Return at issue (taking into account applicable extensions), then such Pre-Closing Return shall be filed as prepared half by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______Sellers.

Tax Returns. For The Sellers shall prepare, or cause to be prepared, and file or cause to be filed when due, including extensions thereof, all Tax Returns that are required to be filed with respect to the Companies and Company Subsidiaries for Pre-Closing Tax Periods and shall pay any tax periods ending on Taxes due in respect of such Tax Returns, and the Buyer shall file or before cause to be filed when due all Tax Returns that are required to be filed subsequent to the Closing Datewith respect to the Companies and Company Subsidiaries for taxable years or periods beginning and ending after the Closing Date and shall timely pay any Taxes due in respect of such Tax Returns. The Sellers shall have the right to prepare or cause to be prepared all unitary, Seller combined, or consolidated Tax Returns that are required to be filed with respect to the Companies and Company Subsidiaries for any Straddle Period. Buyer shall prepare or cause to be prepared, at Seller’s expense, and timely file all prepared any other Straddle Period Tax Returns for Company Returns. Any such Straddle Period Tax Return (regardless of which are required to be filed after the Closing Date with respect to such tax periods (the “Pre-Closing Returns”). Subject to the requirements of applicable Tax Law, each Pre-Closing Return party prepares it) shall be prepared in a manner consistent with past practices and without a change of the Company, but in all cases any election or accounting method and shall be in conformity submitted by the preparing party to the other party (together with the Codeschedules, the United States Treasury Regulations statements and other primary authority. The Seller shall deliver any Pre-Closing Return (along with associated tax workpaperssupporting documentation) to Buyer at least thirty (30) 30 days prior to the due date on which (including extension of such Pre-Closing Tax Return), provided, however, that with respect to sales tax returns, such returns shall be submitted by the preparing party to the other party at least five days prior to the due date. Such other party shall have the right to review all work papers and procedures used to prepare any such Tax Return is required solely to be filed (taking into account extension) the extent that such work papers and in procedures relate to the case of a return due within 30 days after Companies and the Closing Date as soon as practicalCompany Subsidiaries. If Buyer disputes any item on any such Pre-Closing Return prepared by the Seller, it shallother party, within ten (10) days Business Days after delivery of receiving any such Pre-Closing Tax Return, notify notifies the Seller preparing party in writing that it objects to any of the items in such disputed item (Tax Return solely to the extent that such items relate to the Companies or items) and the basis for its objection. Seller and Buyer Company Subsidiaries, the preparing party shall act attempt in good faith to resolve any such the dispute prior and, if they are unable to the date on which the relevant Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed itemdo so, the item in question disputed items shall be resolved (within a reasonable time, taking into account the deadline for filing such Tax Return) by an internationally recognized independent accounting firm chosen by and mutually acceptable to both the Independent AuditorBuyer and the Sellers. Upon resolution of all such items, the relevant Tax Return shall be adjusted to reflect such resolution and shall be binding upon the parties without further adjustment. The costs, fees and expenses of the Independent Auditor attributable to such dispute accounting firm shall be borne born equally by the Seller Buyer and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Pre-Closing Return at issue (taking into account applicable extensions), then such Pre-Closing Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______Sellers.

Tax Returns. For any tax periods ending on or before (i) The Seller Representative shall, at the Closing DateSellers’ sole cost and expense, Seller shall prepare and timely file or cause to be prepared, at Seller’s expense, prepared and timely file filed, when due all income Tax Returns for Company which that are required to be filed after by or with respect to the Company or any of its Subsidiaries or relating to the Contributed Assets or the Business (other than, for the avoidance of doubt, any Combined Tax Returns) for all taxable periods ending on or prior to the Closing Date (the “Seller Tax Returns”). (ii) Subject to Section 7.02, the Purchaser shall timely file or cause to be timely filed when due all Tax Returns that are required to be filed by or with respect to such tax periods the Company or any of its Subsidiaries or relating to the Contributed Assets or the Business (the in each case, other than Combined Tax Returns) for all Straddle Periods (“Pre-Closing Purchaser Tax Returns”). Subject to the requirements of applicable . (iii) The Seller Tax Law, each Pre-Closing Return Returns and Purchaser Tax Returns shall be prepared filed in a manner consistent with past practices practice (to the extent in compliance with applicable Legal Requirements) unless otherwise required by applicable Legal Requirements or to the extent necessary to reflect the consummation of the Companytransactions contemplated by this Agreement. With respect to the Seller Tax Returns and Purchaser Tax Returns, but in all cases (x) the preparing Party shall be in conformity provide the non-preparing Party with the Code, the United States Treasury Regulations and other primary authority. The Seller shall deliver any Pre-Closing a copy of such Tax Return (along with and associated tax workpapers) workpapers and such additional information regarding such Tax Return as may reasonably be requested by the non-preparing Party), for such Tax Returns related to Buyer income Taxes, at least thirty (30) days prior to the due date on which for filing such Pre-Closing Tax Return is required (inclusive of valid extensions) or, for such Tax Return not related to be filed (taking into account extension) and in the case of a return due within 30 days after the Closing Date income Taxes, as soon as practical. If Buyer disputes reasonably practicable prior to the due date for filing such Tax Return (inclusive of valid extensions), and (y) the preparing Party shall incorporate any item on any reasonable comments of the non-preparing Party to such Pre-Closing Return prepared by Tax Returns to the Seller, it shall, within extent such comments are provided no later than ten (10) days of receiving such Preafter the non-Closing Return, notify preparing Party has received the Seller of such disputed item (or items) and the basis Tax Return for its objectionreview. Seller If the preparing Party and Buyer non-preparing Party are unable to agree with respect to reasonable comments made by the non-preparing Party, the Parties shall act in good faith submit any such dispute to the Independent Accountants who shall resolve any such dispute prior to substantially in accordance with the date on which procedures in Section 2.06(c) mutatis mutandis, and the relevant Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Independent Auditor. The fees and expenses decision of the Independent Auditor attributable to such dispute Accountants shall be borne equally by the Seller final, conclusive and the Buyerbinding. If the Independent Auditor is Accountants are unable to resolve the dispute no later than 3 days at least three Business Days prior to the filing due date of the Pre-Closing Tax Return at issue (taking into account applicable extensions)issue, then such Pre-Closing Tax Return shall be filed as prepared by the Sellerpreparing Party, subject to subsequent amendment, if any, amendment as may be necessary to reflect Independent Auditor’s final resolution the decision of the disputed itemsIndependent Accountants and the obligations of the Parties hereunder shall be appropriately adjusted. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______.

Tax Returns. For any tax (a) Seller shall, at its own expense, prepare and timely file, or cause to be prepared and timely filed, all Tax Returns required to be filed for taxable periods ending on or before the Closing Date, Closing. Seller shall prepare timely remit, or cause to be preparedtimely remitted, at Seller’s expense, and timely file all Taxes due in respect of such Tax Returns. All such Tax Returns for Company which are required to be filed after the Closing Date with respect to such tax periods (the “Pre-Closing Returns”). Subject to the requirements of applicable Tax Law, each Pre-Closing Return shall be prepared in a manner consistent with past practices of the Company, but practice in all cases shall be in conformity with the Code, the United States Treasury Regulations and other primary authoritymaterial respects. The Seller shall deliver provide Buyer a draft copy of any Pre-Closing material Tax Return (along with associated tax workpapersit is required to file pursuant to this Section 10.02(a) to Buyer at least thirty (30) days prior to the due date on which of such Pre-Closing Tax Return is and shall consider in good faith any comments made by Buyer. (b) Buyer shall, at its own expense, file or cause to be filed all Tax Returns required to be filed (taking into account extension) and in with respect to the case of a return due within 30 days Company for taxable periods ending after the Closing Date as soon as practical. If Buyer disputes any item on any such Pre-Closing Return prepared by the SellerDate, it shall, within ten (10) days of receiving such Pre-Closing Return, notify the Seller of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is required timely remit, or cause to be filedtimely remitted, all Taxes due in respect of such Tax Returns, subject to its right of indemnification under Section 10.01(a). If Upon the written request of Buyer, Seller and Buyer cannot resolve any disputed itemshall pay to Buyer, the item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 five (5) days prior to the filing due date for the applicable Tax Return, the Taxes which are payable with respect to any Tax Return to be filed by Buyer pursuant to this Section 10.02(b) for which Seller is liable under Section 10.01(a). All such Tax Returns shall be prepared in a manner consistent with the Company’s past practice (A) to the extent consistent with applicable law or (B) in the case the applicable law is unclear, to the extent the past practice of the Company is supported by authority at a “more likely than not” level of confidence, in the good faith judgment of the Buyer. Buyer shall provide Seller a draft copy of any material Tax Return for a Straddle Period that it is required to file pursuant to this Section 10.02(b) at least thirty (30) days prior to the due date of such Tax Return and shall consider in good faith any comments made by Seller. Buyer may, at its sole discretion, cause the Pre-Closing Return at issue (taking into account applicable extensions), then such Pre-Closing Return shall be filed as prepared by the Seller, subject Company to subsequent amendment, if any, necessary make to reflect Independent Auditor’s final resolution make a “closing of the disputed itemsbooks” election, pursuant to Section 382 of the Code and the regulations thereunder, on the Tax Return filed with respect to the year or period that includes the Closing Date. (c) None of Buyer, Seller or the Company shall (i) withdraw, repudiate, amend, refile or otherwise modify, or cause or permit to be withdrawn, repudiated, amended, refiled or otherwise modified, any Tax Return filed by, (ii) make or change any material Tax election or any annual Tax accounting period with respect to, (iii) change any method of Tax accounting with respect to, (iv) consent to any extension or waiver of the limitations period applicable to any material Tax claim or assessment with respect to or (v) surrender any material right or claim to refund of Taxes with respect to, the Company for any taxable year or period beginning on or before the Closing Date without the prior written consent of the other parties, which shall not be unreasonably withheld, conditioned or delayed. Seller Nothing in this Section 10.02(c) shall provide limit the Buyer or Company’s right or ability to file a copy claim for refund of such Pre-Taxes of the Company for periods beginning on or before the Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______Date.

Tax Returns. For (i) With respect to any tax periods ending Tax Period that ends on or before prior to the Closing Date, Seller shall prepare or cause to be prepared, at Seller’s expense, and timely file all Tax Returns for Company which are required or cause to be filed after the Closing Date with respect to such tax periods (the “Pre-Closing Returns”). Subject to the requirements of applicable Tax Law, each Pre-Closing Return shall be prepared in a manner consistent with past practices of practices) with the Companyappropriate taxing authorities all Tax Returns required to be filed, but in and shall pay all cases Taxes related to the Business or the Transferred Subsidiaries due with respect to such Tax Returns; provided, however, that no such Tax Return with respect to the Transferred Subsidiaries shall be in conformity with filed without the Codeprior written consent of Buyer, the United States Treasury Regulations which consent will not be unreasonably withheld or delayed . (ii) Buyer shall prepare (or cause to be prepared) and other primary authority. The Seller shall deliver any Pre-Closing Return (along with associated tax workpapers) file or cause to Buyer at least thirty (30) days prior to the date on which such Pre-Closing Return is be filed when due all Tax Returns that are required to be filed (taking into account extension) and in by or with respect to the case of a return due within 30 days Business or the Transferred Subsidiaries for taxable years or periods beginning after the Closing Date as soon as practical. If Buyer disputes and shall remit any item on any such Pre-Closing Return prepared by the Seller, it shall, within ten (10) days of receiving such Pre-Closing Return, notify the Seller Taxes due in respect of such disputed item Tax Returns. (iii) For any Straddle Period of the Business or items) and the basis for its objection. Seller and Transferred Subsidiaries, Buyer shall act in good faith timely prepare or cause to resolve any such dispute prior be prepared, and file or cause to the date on which the relevant Pre-Closing Return is be filed, all Tax Returns required to be filed. If Seller filed and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable pay all Taxes due with respect to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 Tax Returns; provided that two days prior to the filing date of such Tax Returns Seller shall remit to Buyer any amount owed by Seller pursuant to Sections 9.5(b) and 9.3 with respect to the Pre-Closing taxable periods covered by such Tax Returns. Buyer shall permit Seller to review and comment on each such Tax Return at issue (taking into account applicable extensions), then described in the preceding sentence prior to the filing thereof and Buyer shall make such Pre-Closing changes to such Tax Return as are reasonably requested by Seller. No such Tax Return shall be filed as prepared by without the prior written consent of Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______which consent will not be unreasonably withheld or delayed.

Tax Returns. For any tax periods ending on or before the Closing Date, Seller (a) The Company shall prepare or cause to be prepared, at Seller’s expenseand timely file, and the Stockholder Representative and the Buyer shall cooperate with the Company in the preparation and timely file filing of, all Tax Returns for Company which are required to be filed after by or on behalf of the Company prior to the Closing Date with respect Date. The Buyer and the Stockholder Representative shall have a reasonable opportunity to such tax periods (the “Pre-Closing Returns”). Subject review and consent to the requirements filing of applicable such Tax LawReturns, each Pre-Closing which consent shall not be unreasonably withheld or delayed. The Company shall timely pay any Taxes shown as due by the Company on the Tax Returns described in this Section 5.6. (b) If any Tax shown as due on any such Tax Return referred to in (a) above is required to be borne by the Company Stockholders (taking into account indemnification obligations hereunder and adjustments to the Purchase Price) or affects taxable income reportable by the Company Stockholders by reason of their former ownership of their Company Stock, such Tax Return shall be prepared in a manner consistent with past practices the prior practice of the Company, but in all cases Company unless otherwise required by applicable Tax laws; a draft of each such Tax Return shall be in conformity with provided to the Code, the United States Treasury Regulations Stockholder Representative for review and other primary authority. The Seller shall deliver any Pre-Closing Return (along with associated tax workpapers) to Buyer approval at least thirty (30) days prior to the due date on which for filing such Pre-Closing Return is return (or, if required to be filed within thirty (taking into account extension30) days of the Closing, as soon as possible following the Closing); and the Stockholder Representative shall have the right to review and approve such Tax Return prior to the filing of such Tax Return (which approval shall not be unreasonably withheld or delayed). (c) The Parties shall, unless prohibited by applicable law, cause the taxable period of the Company to end as of the close of the Closing Date. For the avoidance of doubt, the Parties hereto agree that the taxable year of the Company, as a subchapter S corporation, shall terminate and end at the end of the Closing Date for federal income tax purposes (and to the extent applicable, for state and local tax purposes as well), and that all items of income, gain, deduction, or loss recognized after the Closing Date shall be included by the Company and the Buyer in the Buyer’s consolidated federal income Tax Return (and to the extent applicable, in the Buyer’s Tax Return for state and local tax purposes as well). For purposes of this Agreement, Taxes incurred by the Company with respect to a taxable period that includes but does not end on the Closing Date, shall be allocated to the portion of the taxable period ending on the Closing Date (the “Pre-Closing Period”) (i) except as provided in (ii) and (iii) below, to the extent feasible, on a specific identification basis, according to the date of the event or transaction giving rise to the Tax, and (ii) except as provided in (iii) below, with respect to periodically assessed ad valorem Taxes and Taxes not otherwise reasonably allocable to specific identifiable transactions or events or dates, in proportion to the number of days in such taxable period that occur on or before the Closing Date compared to the total number of days in such taxable period, and (iii) in the case of a return due within 30 days after any Tax based upon or related to income or receipts, in an amount equal to the Tax which would be payable if the relevant taxable period ended on the Closing Date as soon as practicalDate. If Buyer disputes any item on any such Pre-Closing Return prepared by the Seller, it shall, within ten (10) days of receiving such Pre-Closing Return, notify the Seller of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act in good faith All determinations necessary to resolve any such dispute prior give effect to the date on which the relevant Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question foregoing allocations shall be resolved by the Independent Auditor. The fees and expenses made in a manner consistent with prior practice of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Pre-Closing Return at issue (taking into account applicable extensions), then such Pre-Closing Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______Company.

Tax Returns. For any tax periods ending on or before the Closing Date, (a) The Seller shall prepare prepare, or cause to be prepared, at Seller’s expense, and timely file all Tax Returns with respect to each Transferred Subsidiary or in respect of the Transferred Assets for Company any taxable period that ends on or before the Closing Date and pay all Taxes shown due on such returns (except, with respect to Taxes payable after the Closing Date, to the extent such Taxes have been taken into account in determining the Finally Determined Purchase Price or do not exceed the remaining Tax Reserve). The Purchaser shall prepare, or cause to be prepared, all Tax Returns with respect to each Transferred Subsidiary or in respect of the Transferred Assets for any Straddle Period (each a Purchaser Prepared Return). The Seller and the Purchaser shall prepare Tax Returns for which they are responsible on a basis consistent with past methods and practices for the completion of such Tax Returns except to the extent Applicable Law specifies otherwise. (b) The Purchaser, with respect to each Purchaser Prepared Return, and the Seller, with respect to any Tax Return which the Seller is required to prepare (or cause to be prepared) pursuant to Section 7.02(a) and which is required to be filed after Closing and signed by Purchaser or any of its Affiliates, shall provide the Closing Date other Party with respect a complete copy of each such Tax Return for the other Party’s review and written approval (not to such tax periods (the “Pre-Closing Returns”). Subject to the requirements of applicable Tax Lawbe unreasonably withheld, each Pre-Closing Return shall be prepared in a manner consistent with past practices of the Company, but in all cases shall be in conformity with the Code, the United States Treasury Regulations and other primary authority. The Seller shall deliver any Pre-Closing Return (along with associated tax workpapersconditioned or delayed) to Buyer at least thirty (30) days prior to the date on which such Pre-Closing Return is required to be filed (taking into account extension) and days, or in the case of Tax Returns other than income Tax Returns at least five (5) days, before the date when such Tax Return is due; provided that, with respect to any Tax Return for a return due within 30 days after the Closing Date as soon as practical. If Buyer disputes Tax Group that includes any item on any such Pre-Closing Return prepared by the SellerTransferred Subsidiary, it shall, within ten (10) days of receiving such Pre-Closing Return, notify the Seller of shall only be required to provide a pro forma Tax Return with respect to such disputed item (or items) and the basis for its objectionTransferred Subsidiary prepared on a stand-alone basis. Seller and Buyer The Parties shall act attempt in good faith to resolve any disagreements regarding such dispute Tax Return prior to the due date on which for filing. Once such Tax Return has been approved by the relevant Prenon-Closing preparing Party or any disagreement has been resolved in accordance with this Section 7.02(b), such Tax Return is required shall be timely filed by the Party responsible for filing such Tax Return. In the event that the Parties are unable to be filed. If Seller and Buyer cannot resolve any disputed itemdispute with respect to such Tax Return at least ten (10) days prior to the due date for filing, the item in question such dispute shall be resolved by the Independent AuditorAccounting Firm, which resolution shall be binding on the Parties. The fees and expenses of the Independent Auditor attributable to such dispute Accounting Firm shall be borne equally by the Seller and the BuyerPurchaser. If any dispute with respect to a Tax Return is not resolved prior to the Independent Auditor is unable due date of such Tax Return, such Tax Return shall be filed in the manner that the Party responsible for filing such Tax Return deems correct without prejudice to resolve the dispute no other Party’s rights hereunder. (c) Not later than 3 five (5) days prior to the filing due date for the payment of Taxes in respect of any Purchaser Prepared Return, the Pre-Closing Seller shall pay to or as directed by the Purchaser the amount of Taxes for which the Seller is liable under Section 7.01(a) in respect of such Purchaser Prepared Return at issue as set forth in a statement delivered by the Purchaser to the Seller (for the avoidance of doubt, taking into account applicable extensions)any limitations set forth in Section 7.10 and reduced by any amounts, then such Pre-Closing Return shall be filed as prepared including estimated Tax payments, previously paid by the SellerSeller or its Affiliates (including the Transferred Subsidiaries prior to Closing) with respect to the relevant Taxes for the taxable period, subject including any Straddle Period). No payment pursuant to subsequent amendment, this Section 7.02(c) shall excuse the Seller from its indemnification obligations pursuant to Section 7.01(a) if any, necessary to reflect Independent Auditor’s final resolution the amount of Taxes as ultimately determined (on audit or otherwise) for the periods covered by such Tax Returns that are the responsibility of the disputed items. Seller exceeds the amount of any payments by the Seller under this Section 7.02(c). (d) Unless required by Applicable Law, as determined by a Taxing Authority upon termination or settlement of an audit or examination, the Purchaser shall provide a copy not and shall cause its Affiliates not to amend, refile or otherwise modify any Tax Return relating in whole or in part to any Transferred Subsidiary or in respect of the Transferred Assets with respect to any period (or portion thereof) ending on or before the Closing Date if such Pre-Closing Returns to Buyer promptly after modification would result in an indemnification obligation by Seller under Section 7.01(a) without the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______Seller’s prior written consent, which consent may be withheld in the Seller’s sole discretion.

Tax Returns. For any tax The Buyer or the Parent shall prepare and file, or cause to be prepared and filed, all Tax Returns for the Company for all periods ending after the Closing Date. In the case of Tax Returns for periods starting on or before and ending after the Closing Date (a “Straddle Period”), the Buyer or the Parent shall provide the Seller with an opportunity to review and comment on such Tax Returns no less than fifteen (15) days prior to the due date thereof and the Seller shall be responsible for and reimburse the Buyer within five (5) days after such due date for all Taxes imposed on the Company shown as due and owing on such Tax Returns that are allocable to the portion of the Straddle Period that extends through the Closing Date (the “Pre-Closing Straddle Period”), except to the extent (i) a reserve for such Taxes has been established and is reflected in the Financial Statements and such Taxes are taken into account in calculating the Closing Date Net Working Capital, or (ii) such Taxes are included in the calculation of Pre-Closing Tax Obligations to the extent such amounts were deducted in determining the Closing Date Cash Payment pursuant to Article I. The Seller, at its expense, shall prepare and, following the Buyer’s approval of the same (which approval will not be unreasonably withheld), file all Tax Returns required to be filed by the Company for all periods ending on or before the Closing Date, Seller shall prepare or cause to be prepared, at Seller’s expenseDate (“Pre-Closing Periods”), and timely file all Tax Returns for Company which are required to be filed after the Closing Date shall pay (x) any Taxes owed with respect to such tax periods Tax Returns, and (y) any installments of estimated Tax with respect to income or gain of the “Company received on or prior to the Closing Date; provided, however, that the Seller shall not be liable for or pay any Taxes (I) to the extent a reserve for such Taxes has been established and is reflected in the Financial Statements and such Taxes are taken into account in calculating the Closing Date Net Working Capital, or (II) to the extent such Taxes are included in the calculation of Pre-Closing Returns”). Subject Tax Obligations to the requirements of applicable Tax Law, each Pre-Closing Return shall be prepared extent such amounts were deducted in a manner consistent with past practices of the Company, but in all cases shall be in conformity with the Code, the United States Treasury Regulations and other primary authority. The Seller shall deliver any Pre-Closing Return (along with associated tax workpapers) to Buyer at least thirty (30) days prior to the date on which such Pre-Closing Return is required to be filed (taking into account extension) and in the case of a return due within 30 days after determining the Closing Date Cash Payment pursuant to Article I (whether at the time specified in Section 1.8(a) or at the time specified in Section 1.8(b), as soon as practicalapplicable). If Neither the Buyer disputes nor any item of its Affiliates shall amend, refile, revoke or otherwise modify any Tax Return or Tax election of the Company with respect to any Tax period ending on any such Pre-or before the Closing Return prepared by Date without the prior written consent of the Seller, it shall, within ten (10) days of receiving such Pre-Closing Return, notify the Seller of such disputed item (which consent shall not be unreasonably withheld or items) and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Pre-Closing Return at issue (taking into account applicable extensions), then such Pre-Closing Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______delayed.

Tax Returns. For any tax periods ending on (a) Seller shall cause the Acquired Companies to timely prepare or before cause to be prepared all Tax Returns with respect to the Acquired Companies that are due prior to the Closing Date, Seller Date and shall pay all Taxes due with respect to such Tax Returns (“Seller-Prepared Tax Returns”). (b) Buyer shall cause the Acquired Companies to timely prepare or cause to be prepared, at Seller’s expenseall other Tax Returns for the Acquired Companies that relate in whole or in part to a Pre-Closing Tax Period and that are not described in Section 7.1(a), including all Tax Returns for all Straddle Periods. The Parties agree that all deductions arising from Transaction Expenses shall be allocable to the Pre-Closing Tax Period to the maximum extent permitted by Law. Without limiting Section 7.2, Seller shall cooperate with Buyer and timely provide reasonable assistance and information as is reasonably requested by ▇▇▇▇▇ in order to enable Buyer to prepare and file all Tax Returns for Company which are required to be filed after described in the Closing Date with respect to such tax periods (the “Pre-Closing Returns”first sentence of this Section 7.1(b). Subject to the requirements of applicable Tax Law, each Pre-Closing Return shall be prepared in a manner consistent with past practices of the Company, but in all cases shall be in conformity with the Code, the United States Treasury Regulations and other primary authority. The Seller shall deliver any Pre-Closing Return (along with associated tax workpapers) to Buyer at least thirty (30) days prior to the date on which such Pre-Closing Return is required to be filed (taking into account extension) and in the case of a return due within 30 days after the Closing Date as soon as practical. If Buyer disputes any item on any such Pre-Closing Return prepared by the Seller, it shall, within ten (10) days of receiving such Pre-Closing Return, notify the Seller of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Pre-Closing Return at issue (taking into account applicable extensions), then such Pre-Closing Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of each such Tax Return to Seller for review and comment at least 15 Business Days prior to the due date thereof and, to the extent that Seller could reasonably be expected to be liable for any Tax on such Tax Returns under this Agreement, Buyer shall make such revisions to such Tax Returns as are reasonably requested by Seller, subject to Buyer’s approval (which shall not be unreasonably withheld, conditioned or delayed). Seller shall pay to Buyer an amount equal to the Taxes reflected as due on any such Tax Return that are attributable to the Pre-Closing Returns Tax Period (but only to Buyer promptly after the filing extent that such amount is in excess of the Acquired Companies’ aggregate reserves for such Taxes and was not otherwise taken into account in determining any amounts paid hereunder, including as Accrued Income Taxes) no later than three Business Days before the due date of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______Tax Return, based on the methodology set forth in Section 7.2.

Tax Returns. For any tax periods ending on or before the Closing Date(a) Tulsa and Holdings shall prepare, Seller shall prepare sign, and file, or cause to be prepared, at Seller’s expensesigned, and timely file filed, when due (i) all Tax Returns for related to the Company which are required to be filed after or furnished with respect to the periods ending on or prior to the Closing Date and (ii) all Tax Returns of Tulsa, Holdings or their Affiliates which include the income or operations of the Company. Tulsa and Holdings shall pay or cause to be paid to the taxing authorities all Taxes due and payable on such Tax Returns. The Acquiror shall prepare, sign, and file, or cause to be prepared, signed and filed, when due all other Tax Returns relating to the Company. The Acquiror shall pay or cause to be paid to the taxing authorities all Taxes due and payable on such Tax Returns. Tulsa and Holdings shall pay to the Acquiror within fifteen (15) days after the date on which Taxes are paid with respect to such tax periods (the “Pre-Closing Returns”). Subject an amount equal to the requirements portion of applicable such Taxes which relates to the portion of such taxable period ending on the Closing Date. For purposes of this Section 5.14, in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable period that includes (but does not end on) the Closing Date, the portion of such Tax Lawwhich relates to the portion of such taxable period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, each Pre-be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Return Date and the denominator of which is the number of days in the entire taxable period, and (ii) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. (b) The parties acknowledge that the purchase of the Interests by the Acquiror pursuant to the Agreement will result in the termination of the Company for federal income Tax purposes pursuant to Section 708(b)(1)(B) of the Code and that final federal and state partnership Tax Returns will be required to be filed by the Company as a result. Tulsa and Holdings shall prepare, sign, and file, or cause to be prepared, signed and filed, such final federal and state partnership Tax Returns. The parties agree that such final partnership Tax Returns will be filed using a closing of the books method as of the Closing Date. (c) Tulsa and Holdings shall permit the Acquiror to review and comment on all Tax Returns prepared by Tulsa and Holdings pursuant to this Section 5.14, and such Tax Returns shall be subject to the prior approval of the Acquiror, which approval shall not be unreasonably withheld. To the extent the parties cannot reach agreement as to the proper treatment of any item on a Tax Return, the matter shall be referred to a mutually acceptable independent accounting firm for resolution. All Tax Returns which are required to be prepared by Tulsa and Holdings shall be prepared, signed, and filed in a manner consistent with past practices practice and applicable law and, on such Tax Returns, no position shall be taken, elections made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods. Each of the Company, but in all cases shall be in conformity parties will cooperate with the Code, the United States Treasury Regulations and other primary authority. The Seller shall deliver any Pre-Closing Return (along with associated tax workpapers) to Buyer at least thirty (30) days prior to the date on which such Pre-Closing Return is required to be filed (taking into account extension) and in the case of a return due within 30 days after the Closing Date as soon as practical. If Buyer disputes any item on any such Pre-Closing Return prepared by the Seller, it shall, within ten (10) days of receiving such Pre-Closing Return, notify the Seller preparation and filing of such disputed item (or items) Tax Returns. Tulsa and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Pre-Closing Return at issue (taking into account applicable extensions), then such Pre-Closing Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller Holdings shall provide the Acquiror with a copy of such Pre-Closing Tax Returns in the form proposed by Tulsa and Holdings at least 30 days in advance of the due date for income Tax Returns and within a reasonable time prior to Buyer promptly after the filing of such Pre-Closing due date for all Tax Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______.

Tax Returns. For any tax periods ending on or before the Closing Date, Seller shall prepare or cause to be prepared, at Seller’s expense, and timely file all income and other material Tax Returns of the Company and the Owned Property for Company which any and all Pre-Closing Tax Periods that are required to be filed after the Closing Date (“Seller Returns”), provide such Seller Returns to Purchaser for its review and comment prior to timely filing by the Purchaser (in the manner presented by Seller), and Seller shall pay all Taxes required to be paid with such Seller Returns. The Purchaser shall prepare, or cause to be prepared, and shall timely file, or cause to be timely filed, all Tax Returns of or with respect to such tax periods (the “Pre-Closing Returns”). Subject to Company and the requirements of applicable Tax Law, each Pre-Closing Return shall be prepared in a manner consistent with past practices of the Company, but in all cases shall be in conformity with the Code, the United States Treasury Regulations and other primary authority. The Seller shall deliver any Pre-Closing Return (along with associated tax workpapers) to Buyer at least thirty (30) days prior to the date on which such Pre-Closing Return is Owned Real Property that are required to be filed (taking into account extension) and in the case of a return due within 30 days after the Closing Date as soon as practicalother than Seller Returns. If Buyer disputes any item on any All such Tax Returns for Pre-Closing Return prepared by the Seller, it shall, within ten (10) days of receiving such Tax Periods and Straddle Periods shall be provided to Seller for review and comment prior to filing. All Pre-Closing ReturnTaxes shall be paid by Seller. All transfer, notify documentary, sales, use, stamp, value added, goods and services, excise, registration and other similar taxes, and all conveyance fees, recording charges and other fees and charges (including any penalties and interest) incurred in connection with consummation of the transactions contemplated by this Agreement and the other Transaction Agreements (“Transfer Taxes”) shall be borne 50% by Seller and 50% by Purchaser, regardless of which Party is responsible for the payment of such disputed item (Transfer Taxes. The Party required by applicable Law to do so shall timely prepare, or items) cause to be prepared, and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is required file, or cause to be filed. If Seller , all necessary Tax Returns and Buyer cannot resolve any disputed itemother documentation with respect to all such Taxes, fees and charges, and if required by Law, the item other Parties shall, and shall cause their Affiliates to, join in question the execution of any such Tax Returns and other documentation. Each Party shall be resolved by cooperate in providing any certificates or other documents required to reduce the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Pre-Closing Return at issue (taking into account applicable extensions), then such Pre-Closing Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______Transfer Taxes.

Tax Returns. For (a) Seller has filed all Tax Returns that it was required to file, for any tax periods period or portion thereof ending on or before the Closing Date. All Taxes due as of the Closing Date with respect to the Business which could result in any lien or encumbrance on the Purchased Assets, have been fully paid by Seller and all Taxes due after the Closing Date with respect to the Business for any period or portion thereof ending on or before the Closing Date, which could result in any lien or encumbrance on the Purchased Assets, shall be fully paid by Seller shall prepare or cause to be prepared, at Seller’s expense, and timely file all Tax Returns for Company which are required to be filed after the Closing Date Date. All such Tax Returns were correct and complete in all respects. All Taxes owed by Seller (whether or not shown on any Tax Return) have been paid. No claim has ever been made by an authority in a jurisdiction where the Seller does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. There are no liens for Taxes except for liens for Taxes not yet due and payable. (b) Seller has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party. (c) As used in this Agreement, the term "Tax" and "Taxes" includes all federal, state, local and foreign income, profits, franchise, gross receipts, environmental, customs duty, capital stock, severance, stamp, payroll, sales, employment, unemployment, disability, use, property, withholding, excise, production, value added, occupancy and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such tax periods amounts and any interest in respect of such penalties and additions, and the term "Tax Returns" includes all returns and reports (the “Pre-Closing Returns”). Subject to the requirements of applicable Tax Lawincluding elections, each Pre-Closing Return shall be prepared in a manner consistent with past practices of the Companydeclarations, but in all cases shall be in conformity with the Codedisclosures, the United States Treasury Regulations schedules, estimates and other primary authority. The Seller shall deliver any Pre-Closing Return (along with associated tax workpapersinformation returns) to Buyer at least thirty (30) days prior to the date on which such Pre-Closing Return is required to be filed (taking into account extension) and in the case of supplied to a return due within 30 days after the Closing Date as soon as practical. If Buyer disputes any item on any such Pre-Closing Return prepared by the Seller, it shall, within ten (10) days of receiving such Pre-Closing Return, notify the Seller of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act in good faith Tax authority relating to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Pre-Closing Return at issue (taking into account applicable extensions), then such Pre-Closing Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______Taxes.

Tax Returns. For any tax Seller shall file or cause to be filed when due all Tax returns that are required to be filed by or with respect to the Company for Tax periods ending on or before the Closing Date, Seller and shall prepare remit or cause to be prepared, at remitted any Taxes due in respect of such Tax returns. Purchaser shall not file or cause to be filed any Tax return relating to the Company for Tax periods ending on or before the Closing Date without the Seller’s expenseprior consent (which shall not be unreasonably withheld), and timely other than Tax returns that will not be materially adverse to the Seller. Purchaser shall file or cause to be filed all Tax Returns for Company which returns that are required to be filed by or with respect to the Company for Taxes with respect to any Tax period that begins before and ends after the Closing Date with respect (a “Straddle Period”) and shall remit or cause to be remitted the amount of Taxes shown on such tax Tax returns. Seller shall reimburse Purchaser for the portion of the Taxes payable for all periods (of the “Pre-Straddle Period occurring prior to Closing Returns”as determined pursuant to Section 5.1(e). Subject Purchaser shall file or cause to the requirements of applicable be filed when due all other Tax Law, each Pre-Closing Return shall be prepared in a manner consistent with past practices of the Company, but in all cases shall be in conformity with the Code, the United States Treasury Regulations and other primary authority. The Seller shall deliver any Pre-Closing Return (along with associated tax workpapers) to Buyer at least thirty (30) days prior to the date on which such Pre-Closing Return is returns that are required to be filed (taking into account extension) by or with respect to the Company, and shall remit or cause to be remitted any Taxes due in respect of such Tax returns. Seller or Purchaser shall reimburse the case of a return due within 30 days after the Closing Date as soon as practical. If Buyer disputes other party for any item on any such Pre-Closing Return prepared Taxes which are payable with Tax returns to be filed by the Sellerother party pursuant to this Section 5.1(a), it shallin each case, within ten (10) days of receiving after such Pre-Closing Return, notify the Seller of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is required to be returns are filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Pre-Closing Return at issue (taking into account applicable extensions), then such Pre-Closing Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______.

Tax Returns. For any tax periods ending on (1) The Vendor Group shall, or before shall cause the Closing DateCompany to, Seller shall prepare or cause to be prepared, at Seller’s expense, duly and timely file make or prepare all Tax Returns for Company which are required to be filed made or prepared by the Company for any Pre-Closing Tax Period, including any Straddle Period that are due after the Closing Date with respect to such tax periods (collectively, the “Pre-Closing Tax Returns”). Subject to the requirements of applicable Each Closing Tax Law, each Pre-Closing Return shall be prepared in a manner consistent accordance with past existing procedures, practices and accounting methods of the CompanyCompany (unless such procedure, but practice, accounting method or other contemplated treatment is not permitted under Applicable Law) and will reflect any available deductions related to any Company Transactions Expenses. The Parties acknowledge that in all cases respect of the Closing Tax Returns no deduction for income Tax purposes will be claimed by the Company in respect of Vendor Transactions Expenses. (2) The Closing Tax Returns shall be submitted in conformity with draft form to the CodePurchaser: (a) for income Taxes, the United States Treasury Regulations and other primary authority. The Seller shall deliver any Pre-Closing Return (along with associated tax workpapers) to Buyer at least thirty (30) 30 days prior to before the date on which such Tax Returns are required by Applicable Law to be filed with the relevant Taxing Authority, and (b) for all other Taxes, at least 15 days before the date on which such Tax Returns are required by Applicable Law to be filed with the relevant Taxing Authority. The Vendor Group shall make reasonable changes to any such Tax Return requested by the Purchaser that are communicated by the Vendor Group in writing to the Purchaser, (i) for income Taxes, at least 15 days before the date on which such Tax Return is required by Applicable Law to be filed with the relevant Taxing Authority, and (ii) for all other Taxes, at least 5 days before the date on which such Tax Returns are required by Applicable Law to be filed with the relevant Taxing Authority. The Purchaser shall cause the Company to duly and timely file all Closing Tax Returns. Without the prior written consent of the Vendor Group, the Purchaser shall not (a) make or change any Tax election affecting any Pre-Closing Return is required to be filed Tax Period, (taking into account extensionb) and in the case amend, refile or otherwise modify (or grant or an extension or waiver of a return due within 30 days after the Closing Date as soon as practical. If Buyer disputes any item on applicable statute of limitations with respect to) any such Pre-Closing Tax Return prepared by the Seller, it shall, within ten (10) days Purchaser or any of receiving such its Affiliates relating to a Pre-Closing Return, notify Tax Period or (c) enter into any settlement or agreement that results in any increased Tax liability of (i) the Seller of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act in good faith Company with respect to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is required Tax Periods, (ii) the Vendor Group or (iii) any Affiliate of the Vendor Group. The Purchaser agrees that, notwithstanding anything else to be filed. If Seller and Buyer cannot resolve any disputed itemthe contrary, the item Vendor shall have no liability whatsoever for any Tax resulting from any action referred to in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Pre-Closing Return at issue (taking into account applicable extensions), then such Pre-Closing Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______immediately preceding sentence under this Agreement.

Tax Returns. For any tax periods ending on or before the Closing Date, (i) Seller shall prepare or cause to be preparedprepared and file or cause to be filed when due all Tax Returns (including amended returns and claims for refunds) for the Company for Tax Periods ending on or before the day immediately preceding the Closing Date, or, in Seller’s sole discretion, Seller may elect to have the Company prepare and file any such Tax Returns, and Buyer shall cause the Company to prepare and file any such Tax Returns at Seller’s expenserequest; provided, however, that, the preparing party shall make any such Tax Return and the related work papers available to the other party at least twenty (20) Business Days prior to the due date (taking any extensions into account) for filing such Tax Return to provide the other party with a meaningful opportunity to analyze and comment on such Tax Return, and timely the preparing party shall accept and incorporate into such Tax Return any reasonable changes that the other party may request. Buyer shall prepare or cause to be prepared and file or cause to be filed when due all Tax Returns for the Company which are required to be filed for any Tax Period that begins before and ends on or after the Closing Date with respect to such tax periods (the a “Pre-Closing ReturnsStraddle Period”). Subject ; provided, however, that, the Buyer shall make any such Tax Return and the related work papers available to Seller at least twenty (20) Business Days prior to the requirements of applicable due date (taking any extensions into account) for filing such Tax LawReturn to provide Seller with a meaningful opportunity to analyze and comment on such Tax Return, each Pre-Closing Return and Buyer shall accept and incorporate into such Tax Returns any reasonable changes that Seller may request. Tax Returns filed pursuant to this Section 5.8(a)(i) shall be prepared in a manner consistent with past prior tax accounting practices and methods of the Company, but in all cases shall be in conformity with Company except to the Code, the United States Treasury Regulations and other primary authorityextent otherwise required by any Laws. The Seller shall deliver Parties agree that any deductions or other Tax benefits with respect to any bonus or other payments that relate to a Pre-Closing Return (along with associated tax workpapers) Tax Period shall be for the benefit of Seller. The Company shall remit all Taxes payable on Tax Returns filed pursuant to Buyer at least thirty (30) days prior to this Section 5.8(a)(i), and Seller shall reimburse the date on which such Pre-Closing Return is required to be filed (taking into account extension) and in the case of a return due within 30 days after the Closing Date as soon as practical. If Buyer disputes any item on any such Pre-Closing Return prepared by the Seller, it shall, Company within ten (10) days after such Tax Returns are filed for Seller’s share of receiving such the excess of any Taxes for any Pre-Closing ReturnTax Period which are payable with respect to such Tax Returns over the amounts of any applicable allowances or reserves relating thereto on (i) the Closing Date Balance Sheet, notify to the Seller extent taken into account in determining the Buyer Note Amount, or (ii) the Financial Statements. Buyer’s and Seller’s share of Taxes payable with respect to Straddle Period Tax Returns shall be determined as though the taxable year of the Company terminated at the close of business on the day immediately preceding the Closing Date, except that real and personal property Taxes shall be prorated on a per diem basis; provided, that any increase in real or personal property Taxes that is directly due to actions taken by the Buyer or the Company on or following the Closing Date shall be allocated to the taxable period or portion of any Straddle Period, as applicable, that begins on the Closing Date. (ii) Buyer shall file or cause to be filed when due all other Tax Returns that are required to be filed by or with respect to the Company after the Closing Date, and shall remit or cause to be remitted any Taxes due in respect of such disputed item Tax Returns. (iii) Any Tax refunds and any amounts credited against Taxes that are actually realized by or items) with respect to the Company on or after the Closing Date that relate to a Pre-Closing Tax Period, along with any excess amounts accrued or reserved for such Tax Periods or portions thereof on the Closing Date Balance Sheet or the Financial Statements that were not actually paid and applied towards such Tax Periods or portions thereof upon the basis filing of the related Tax Returns, shall be for its objection. Seller the account of Seller, and Buyer shall act in good faith pay over to resolve Seller, or shall cause the Company to pay over to Seller, the amount of any such dispute prior refund or credit paid to the date on which the relevant Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed itemor otherwise actually realized by them within fifteen (15) days after receipt of such refund or utilization of such credit, the item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 amount of any such excess accruals or reserves within fifteen (15) days prior to the filing date of the Pre-Closing Return at issue (taking into account applicable extensions), then such Pre-Closing Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of any Tax Returns relating to such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______accruals or reserves.

Tax Returns. For (i) Except as set forth in Section 6.1(a)(ii), the Buyer shall control and be responsible for the filing of all Tax Returns filed with respect to the Target Group after the Closing Date. The Buyer shall prepare any Straddle Period Tax Returns of the Target Group in accordance with past practice (including, for this purpose, any past practice of the Seller) to the extent permitted by applicable Law; provided, however, that the Buyer shall provide the Seller with a copy of any such Tax Returns for his review and comment at least thirty (30) Business Days prior to its filing and the Buyer shall make any changes reasonably requested by the Seller; provided, further, that a comment by the Seller shall not be considered reasonable for this purpose to the extent that it is inconsistent with past practice (including, for this purpose, any past practice of the Seller). (ii) The Seller, at Seller’s expense, shall control and be responsible for the preparation and timely filing of all income Tax Returns of the Target Group filed on or after the Closing Date that relate to a Pre-Closing Period. All such Tax Returns shall be prepared in accordance with past practice unless otherwise required by Law, except to the extent past practice is inconsistent with the method in which items on the Closing Balance Sheet have been calculated, in which case the methods used in preparing the Closing Balance Sheet shall control; provided, however, that the Seller shall provide the Buyer with a copy of any such Tax Returns for its review and comment at least thirty (30) Business Days prior to its filing and the Seller shall make any changes reasonably requested by the Buyer; provided, further, that a comment by the Buyer shall not be considered reasonable for this purpose to the extent that it is inconsistent with past practice (including, for this purpose, any past practice of the Seller). (iii) The Seller shall pay all Taxes shown to be due on any Pre-Closing Period Tax Returns and on the Straddle Period Tax Returns (to the extent such Taxes are allocable to the Pre-Closing Period under Section 6.1(e) and (h)). The Buyer shall pay (or cause to be paid) all Taxes shown to be due on the Straddle Period Tax Returns to the extent such Taxes are allocable to the Post-Closing Period under Section 6.1(e). (iv) Except as required by Law, the Buyer shall not amend or extend the statute of limitations with respect to any Tax Returns of the Target Group relating to a Pre-Closing Period, without the prior written consent of the Seller. (v) If Buyer disagrees, in good faith, with the treatment of any item on any Tax Return for a tax periods period ending on or before the Closing DateDate that was prepared by or at the direction of the Seller pursuant to Section 6.7(a)(ii), Seller shall prepare or cause to be prepared, at if Buyer disagrees with Seller’s expenseGross-Up Calculation, and timely file all Tax Returns for Company which are required to be filed after Buyer shall notify the Closing Date with respect to Seller of such tax periods (the “Pre-Closing Returns”). Subject to the requirements of applicable Tax Law, each Pre-Closing Return shall be prepared in a manner consistent with past practices of the Company, but in all cases shall be in conformity with the Code, the United States Treasury Regulations and other primary authority. The Seller shall deliver any Pre-Closing Return (along with associated tax workpapers) to Buyer at least disagreement within thirty (30) days prior to after Buyer’s receipt of the date on which such PreTax Return or Seller’s Gross-Closing Return is required to be filed (taking into account extension) and in the case Up Calculation. Upon delivery of a return due within 30 days after the Closing Date as soon as practical. If Buyer disputes any item on any such Pre-Closing Return prepared by the Sellernotice, it shall, within ten (10) days of receiving such Pre-Closing Return, notify the Seller of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act promptly consult each other in an effort to resolve such dispute in good faith to resolve faith. If any such point of disagreement cannot be resolved within thirty (30) days after the date of Buyer’s objection notice, Buyer and Seller shall submit such disagreement to the Independent Accountant and shall follow the dispute prior resolution process described in Section 2.6(a). (vi) The Total Tax Gross-Up Amount shall be paid to the Seller in immediately available funds within three (3) Business Days after the date on which the relevant PreTotal Tax Gross-Closing Return is required Up Amount has been finally determined hereunder. Payment will be made to be filed. If Seller and Buyer cannot resolve any disputed itemone (1) or more accounts, the item in question which accounts shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally designated by the Seller and in writing to the Buyer. If the Independent Auditor is unable to resolve the dispute no later Buyer not less than 3 days two (2) Business Days prior to the filing date of the Pre-Closing Return at issue payment is to be made (taking into account applicable extensions), then such Pre-Closing Return shall be filed or as prepared otherwise agreed to by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______Parties).

Tax Returns. For (i) Seller shall file or cause to be filed when due all Tax Returns that are required to be filed by or with respect to any tax Transferred Subsidiary, any Transferred Asset or any income or gains derived with respect thereto for all taxable years or periods ending on or before the Closing DateDate (a “Pre-Closing Period”), Seller and shall prepare pay any Taxes due in respect of such Tax Returns. Buyer shall file or cause to be prepared, at Seller’s expense, and timely file filed when due all Tax Returns for Company which that are required to be filed by or with respect to any Transferred Subsidiary, any Transferred Asset or any income or gains derived with respect thereto for all taxable years or periods ending after the Closing Date (including any Straddle Periods) and shall remit any Taxes due in respect of such Tax Returns. Seller shall pay to Buyer any Taxes for which Seller is liable pursuant to Section 5.4(b) (but which are payable with Tax Returns to be filed by Buyer pursuant to the previous sentence) within three Business Days prior to the due date for the filing of such Tax Returns or the due date for the payment of such Taxes, whichever is later. (ii) Except as provided in Section 5.4(f) with respect to Transfer Taxes, if either party shall be liable hereunder for any portion of the Tax shown due on any Tax Returns required to be filed by the other party, the party preparing such tax periods (Tax Return shall deliver a copy of the “Pre-Closing Returns”). Subject relevant portions of such Tax Return to the requirements of applicable Tax Law, each Pre-Closing Return shall be prepared in a manner consistent with past practices of the Company, but in all cases shall be in conformity with the Code, the United States Treasury Regulations party so liable for its review and other primary authority. The Seller shall deliver any Pre-Closing Return (along with associated tax workpapers) to Buyer at least thirty (30) days written approval not less than 30 Business Days prior to the date on which such Pre-Closing Return is required Tax Returns are due to be filed (taking into account extension) any applicable extensions); and in the case of a return due within 30 days Buyer shall also deliver to Seller any other Tax Returns that are required to be filed by or with respect to any Transferred Subsidiary for any taxable period beginning before and ending after the Closing Date as soon as practical. If Buyer disputes any item on any such Pre-Closing Return prepared by the for Seller, it shall, within ten (10) days of receiving such Pre-Closing Return, notify the Seller of such disputed item (or items) ’s review and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute written approval not less than 30 Business Days prior to the date on which the relevant Pre-Closing Return is required such Tax Returns are due to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Pre-Closing Return at issue filed (taking into account any applicable extensions). If the parties disagree as to any item reflected on any return described in this Section 5.4(e)(ii), then such Pre-Closing Return Seller shall determine how the disputed items are to be reflected, if at all, and Seller’s determination shall be filed reflected on the return when it is filed. (iii) In each relevant Tax jurisdiction, to the extent permitted under law or administrative practice, the taxable year of each Transferred Subsidiary will be closed as prepared by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy close of such Pre-the Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______Date.

Tax Returns. For Prior to the Closing, the Company shall prepare and timely file, or shall cause to be prepared and timely filed, all Tax Returns in respect of the Company Group that are required to be filed (taking into account any tax periods ending extension) on or before the Closing Date, Seller and the Company shall prepare pay, or cause to be preparedpaid, at Seller’s expense, and timely file all Taxes of the Company Group due on or before the Closing Date. Such Tax Returns for Company which are required to be filed after the Closing Date with respect to such tax periods (the “Pre-Closing Returns”). Subject to the requirements of applicable Tax Law, each Pre-Closing Return shall be prepared in a manner consistent with the past practices of the CompanyCompany Group, but in all cases shall be in conformity with the Codeexcept as required by Law. At least fifteen (15) Business Days prior to filing any such Tax Return, the United States Treasury Regulations Company shall submit a copy of such Tax Return to Parent for Parent’s review, comment and other primary authorityapproval, which approval shall not be unreasonably withheld, conditioned or delayed. The Seller Parent shall deliver prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns of the Company for any Pre-Closing Return (along with associated tax workpapers) to Buyer at least thirty (30) days prior to the date on which such Pre-Closing Return is required to be Tax Period and any Straddle Period that are filed (taking into account extension) and in the case of a return due within 30 days after the Closing Date Date. Parent shall permit the Representative to review each such Tax Return at least fifteen (15) Business Days prior to filing. The Representative shall be entitled to comment on such Tax Returns and reasonably request revisions, subject to the consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed. Each Company Stockholder shall pay to Parent such Company Stockholder’s Pro Rata Share of the amount of Taxes shown as soon as practical. If Buyer disputes any item due on any such Pre-Closing Tax Return prepared by the Seller, it shall, within ten (10) days of receiving such Pre-Closing Return, notify the Seller of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is required extent allocable to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Pre-Closing Return at issue Tax Period (taking into account applicable extensionsin each case determined under the principles set forth in the definition of Indemnified Taxes), then except to the extent such Pre-Closing Return shall be filed as prepared by Taxes were expressly included in the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution calculation of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______Debt.

Tax Returns. For any tax periods ending on or before the Closing DateThe Seller Parties shall prepare, Seller shall prepare or cause to be prepared, at Seller’s their expense, and timely file all of the Tax Returns for Company which are required to be filed with respect to the Business for all taxable periods (other than with respect to Tax Returns required to be filed by a Member of the Company Group) ending on or prior to the Closing Date that are filed after the Closing Date with respect to such tax periods (the a “Pre-Closing ReturnsSeller Return”). Subject to the requirements of applicable Tax Law, each Pre-Closing Return All such Seller Returns shall be prepared in a manner consistent with the past practices of the Company, but in all cases shall be in conformity with the Code, the United States Treasury Regulations and other primary authorityCompany Group or applicable Seller Party unless otherwise required by applicable Law. The Seller Parties shall deliver provide Buyer with a copy of any Pre-Closing Return (along such Seller Returns for its review, comment, and approval, with associated tax workpapers) respect to Buyer income Tax Returns, at least thirty (30) days Business Days prior to the due date on which such Pre-Closing Return is required to be filed (taking into account extension) and in the case of a return due within 30 days after the Closing Date as soon as practical. If Buyer disputes any item on any such Pre-Closing Return prepared by the Seller, it shall, within ten (10) days of receiving such Pre-Closing Return, notify the Seller of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Pre-Closing Return at issue (taking into account applicable extensions), then such Pre-Closing Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy ) of such PreSeller Returns, and with respect to non-Closing income Tax Returns, as soon as reasonably practicable, and the Seller Parties shall accept any changes reasonably requested by Buyer. After such review and comment and approval, the Seller Parties will submit such Seller Returns to the Company Group for filing. Buyer promptly after will prepare, or cause to be prepared, and file, or cause to be filed, all other Tax Returns for the filing Company Group or with respect to the Business for any Straddle Periods. Buyer will provide Seller with copies of any such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______Tax Returns for Seller’s reasonable review and comment, at least fifteen (15) days prior to the due date hereof (giving effect to any extensions thereto) in the case of income Tax Returns and as soon as practicable in the case of all other Tax Return and shall consider in good faith such revisions as are reasonably requested by Seller.

Tax Returns. For any tax periods ending on Buyer (or before the Closing Date, Seller an Affiliate thereof) shall prepare or cause to be prepared, at Seller’s expense, prepared and timely file or cause to be filed all Tax Returns for the Company which for all periods ending on or prior to the Closing Date that are required to be filed after the Closing Date with respect to Date. Any such tax periods (the “Pre-Closing Returns”). Subject to the requirements of applicable Tax Law, each Pre-Closing Return or Tax Return for a Straddle Period shall be prepared in a manner consistent with past practices practice (unless otherwise required by Law) and without a change of the Company, but in all cases any election or any accounting method and shall be in conformity submitted by Buyer to Representative (together with schedules, statements and, to the Codeextent requested by Representative, the United States Treasury Regulations and other primary authority. The Seller shall deliver any Pre-Closing Return (along with associated tax workpaperssupporting documentation) to Buyer at least thirty (30) 45 days prior to the due date on which (including extensions) of such Pre-Closing Return is required to be filed (taking into account extension) and in the case of a return due within 30 days after the Closing Date as soon as practicalTax Return. If Buyer disputes Representative objects to any item on any such Pre-Closing Return prepared by the SellerTax Return, it shall, within ten (10) days after delivery of receiving such Pre-Closing Tax Return, notify Buyer in writing that it so objects, specifying with particularity any such item and stating the Seller of such disputed item (specific factual or items) and the legal basis for its any such objection. Seller If a notice of objection shall be duly delivered, Buyer and Buyer Representative shall act negotiate in good faith and use their reasonable best efforts to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is required to be fileditems. If Seller Buyer and Buyer cannot resolve any disputed itemRepresentative are unable to reach such agreement within ten days after receipt by ▇▇▇▇▇ of such notice, the item in question disputed items shall be resolved by the Independent AuditorAccountant and any determination by the Independent Accountant shall be final. The fees and expenses Independent Accountant shall resolve any disputed items within twenty days of having the Independent Auditor attributable item referred to it pursuant to such dispute shall be borne equally by the Seller and the Buyerprocedures as it may require. If the Independent Auditor Accountant is unable to resolve any disputed items before the dispute no later than 3 days prior to due date for such Tax Return, the filing date of the Pre-Closing Return at issue (taking into account applicable extensions), then such Pre-Closing Tax Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary Buyer and then amended to reflect the Independent AuditorAccountant’s final resolution resolution. The costs, fees and expenses of the disputed itemsIndependent Accountant shall be borne equally by ▇▇▇▇▇ and Representative (on behalf of the Stockholders). Seller shall provide The preparation and filing of any Tax Return of the Company that does not relate to a copy of such Pre-Closing Returns to Buyer promptly after Tax Period shall be exclusively within the filing control of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______Buyer.

Tax Returns. For any tax periods ending (i) Seller shall file or cause to be filed when due (A) all Tax Returns that are required to be filed by or with respect to the Company or its Subsidiary on or before the Closing DateDate (after taking into account applicable extensions) and (B) any consolidated, combined, unitary or aggregate Tax Return joined by the Company or its Subsidiary that are due after the Closing Date if such Tax Return includes Seller or any Affiliate of Seller which is not being acquired by Buyer pursuant to this Agreement. In each case, Seller shall prepare remit any Taxes due in respect of such Tax Returns. Such Tax Returns shall be prepared in accordance with past practice unless otherwise required by applicable Law. Seller shall deliver any Tax Return described in Section 5.13(c)(i)(A), and the pro forma portion of any Tax Return described in Section 5.13(c)(i)(B) to the extent it pertains to the Company or its Subsidiary to Buyer at least 30 days before it is due, Buyer shall have the right to review and comment on such Tax Returns, and Seller shall not file such Tax Returns (or subject to Section 5.1(b)(ix), unless required by applicable Law, amend such Tax Returns to the extent that such amendment relates to the Company or its Subsidiary and would increase the Taxes of the Company or its Subsidiary for a taxable period (or portion thereof) beginning after the Closing Date) without the prior written consent of Buyer, which shall not be unreasonably withheld, conditioned or delayed. In the event that Seller and Buyer are unable to resolve any objection with respect to such Tax Return at least 10 days prior to the due date for filing, such dispute shall be resolved pursuant to Section 5.13(f), which resolution shall be binding on the parties. (ii) Buyer shall file or cause to be prepared, at Seller’s expense, and timely file filed when due all Tax Returns for of the Company which or its Subsidiary that are not described in Section 5.13(c)(i). With respect to all such Tax Returns that are required to be filed after by or with respect to the Company or its Subsidiary for any taxable period beginning on or prior to the Closing Date Date, (A) such Tax Returns shall be prepared in accordance with past practice unless otherwise required by applicable Law, (B) Buyer shall deliver any such Tax Return to Seller at least 30 days before it is due, (C) Seller shall have the right to review and comment on such Tax Return, (D) such Tax Return shall not be filed without the prior written consent of Seller, which shall not be unreasonably withheld, conditioned or delayed, and (E) in the event that Seller and Buyer are unable to resolve any objection with respect to such tax periods (the “Pre-Closing Returns”). Subject to the requirements of applicable Tax Law, each Pre-Closing Return shall be prepared in a manner consistent with past practices of the Company, but in all cases shall be in conformity with the Code, the United States Treasury Regulations and other primary authority. The Seller shall deliver any Pre-Closing Return (along with associated tax workpapers) to Buyer at least thirty (30) 10 days prior to the due date on which such Pre-Closing Return is required to be filed (taking into account extension) and in the case of a return due within 30 days after the Closing Date as soon as practical. If Buyer disputes any item on any such Pre-Closing Return prepared by the Sellerfor filing, it shall, within ten (10) days of receiving such Pre-Closing Return, notify the Seller of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally resolved pursuant to Section 5.13(f), which resolution shall be binding on the parties. Seller shall remit to Buyer the Taxes for which it is liable pursuant to Section 8.1(a)(iii) but which are payable with Tax Returns to be filed by the Seller and the Buyer. If the Independent Auditor is unable Buyer pursuant to resolve the dispute no later than 3 this Section 5.13(c)(ii) within 10 days prior to the filing due date of the Pre-Closing Return at issue (taking into account applicable extensions), then such Pre-Closing Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after for the filing of such Pre-Tax Returns. (iii) Unless required by applicable Law, Buyer shall not amend any Tax Returns with respect to the Company or its Subsidiary for any taxable period beginning on or prior to the Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______Date if Seller might be liable for additional Taxes on such amended Tax Return under Section 8.1(a)(iii) without the prior written consent of Seller, which shall not be unreasonably withheld, conditioned or delayed.

Tax Returns. For any tax periods ending on or before the Closing Date, Seller (a) The Purchaser shall prepare and file, or cause to be preparedprepared and filed, at Seller’s expense, and timely file all Tax Returns required to be filed by the Company for Company which any Pre-Closing Period that are required to be filed after the Closing Date Date. The Purchaser shall provide to the Sellers’ Agent a copy of all such Tax Returns and all Tax Returns required to be filed with respect to the Business after the Closing Date and as to which Excluded Tax Liabilities are allocable to the Sellers, as soon as reasonably possible but at least thirty (30) days before such tax periods Tax Returns are required to be filed. The Purchaser shall provide with all such Tax Returns a statement indicating the amount of Tax shown on such Tax Returns that is allocable to the Sellers. The Sellers’ Agent shall notify the Purchaser of any proposed revisions to such Tax Returns within ten (10) days after receipt of such Tax Returns from the “Purchaser. The Purchaser shall reflect such revisions in such Tax Returns except where such revisions are unreasonable, inconsistent with prior practice or contrary to applicable Tax Laws. In order to enable the Purchaser to provide to the Sellers’ Agent copies of Tax Returns at least thirty (30) days before such Tax Returns are required to be filed, the Sellers’ Agent and the Sellers shall provide the information and assistance requested by the Purchaser relating to any of the Company or the Business as is reasonably necessary for the preparation of such Tax Returns within such time frame. The Purchaser’s information or assistance requests shall be sent to the Sellers’ Agent with reasonable prior notice. If the Purchaser were to consider that the Sellers have not timely provided the requested information or assistance, the Purchaser shall nevertheless provide to the Sellers’ Agent the Tax Returns as soon as they are available. The Purchaser shall not, and shall not permit the Company to, amend any Tax Return referred to under this Section (including granting an extension of any applicable statute of limitations) or make or change any Tax election for any Pre-Closing Returns”). Subject Period or Straddle Period without the prior written consent of the Sellers’ Agent, such consent to not be unreasonably withheld or delayed. (b) The Purchaser shall be responsible for preparing and timely filing any Tax Returns required with respect to any Transfer Taxes relating to the requirements of applicable Transferred Shares and the Transferred Assets. Such Tax Law, each Pre-Closing Return Returns shall be prepared in a manner consistent with past practices the allocation of the CompanyBusiness Purchase Price pursuant to Section 2.10. (c) The Sellers will prepare and file, but in or cause to be prepared and filed, when due all cases shall be in conformity with the Code, the United States Treasury Regulations and other primary authority. The Seller shall deliver any Pre-Closing Return (along with associated tax workpapers) to Buyer at least thirty (30) days prior to the date on which such Pre-Closing Return is Tax Returns required to be filed (taking into account extension) with respect to the Business on or before the Closing Date. The Purchaser will prepare and in file, or cause to be prepared and filed, when due, all Tax Returns required to be filed with respect to the case of a return due within 30 days Business after the Closing Date as soon as practical. If Buyer disputes any item on any such Pre-Closing Return prepared Date. (d) The Seller undertakes to comply and fullfill, duly and timely, all the obligations provided by the Seller, it shall, within ten (10) days Law in case of receiving such Pre-Closing Return, notify the Seller of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Independent Auditor. The fees and expenses termination of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Pre-Closing Return at issue tax consolidation (taking into account applicable extensions)consolidato nazionale) including, then such Pre-Closing Return shall be filed as prepared by the Sellerbut not limited to, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of the communication to the Italian Tax Authorities regarding the early termination of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______tax consolidation.

Tax Returns. For (a) Seller shall prepare or shall cause to be prepared (i) any tax periods ending Combined Tax Return that includes Seller or any of its Affiliates, on the one hand, and the Company, on the other hand, and (ii) any Tax Return (other than any Combined Tax Return described in (i)) that is required to be filed by or with respect to the Company for any taxable period that ends on or before the Closing Date, Date (a “Pre-Closing Separate Tax Return”). Seller shall prepare timely file or cause to be prepared, at Seller’s expense, filed any Combined Tax Return and timely file all any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions). Pre-Closing Separate Tax Returns for Company which shall be prepared in accordance with law and with the past practices of the Company. Seller shall deliver, or shall cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date with respect to such tax periods (the “Pre-Closing Returns”). Subject to the requirements of applicable Tax Law, each Pre-Closing Return shall be prepared in a manner consistent with past practices of the Company, but in all cases shall be in conformity with the Code, the United States Treasury Regulations and other primary authority. The Seller shall deliver any Pre-Closing Return (along with associated tax workpapers) to Buyer at least thirty (30) days prior to the due date on which for filing such Pre-Closing Return is required to be filed Tax Returns (taking into account extensionany extensions), and Purchaser shall timely file or cause to be filed such Tax Returns. Purchaser shall not amend or revoke any Combined Tax Return or any Pre-Closing Separate Tax Return (or any notification or election relating thereto), unless required by law, without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. At Seller’s reasonable request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 8.3(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the Company. (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 8.3(a), Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the Company. In the case of a return due within 30 days after the Closing Date as soon as practical. If Buyer disputes any item on any such Pre-Closing Tax Return for a Straddle Period (a “Straddle Period Separate Tax Return”), Purchaser shall prepare or cause to be prepared by the Sellersuch Tax Return in a manner consistent with Law. Purchaser shall deliver to Seller for its review, it shallcomment and approval (which approval shall not be unreasonably withheld, within ten (10conditioned or delayed) days of receiving such Pre-Closing Return, notify the Seller a copy of such disputed item Straddle Period Separate Tax Returns at least thirty (or items30) and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing due date of the Pre-Closing Return at issue thereof (taking into account applicable any extensions), then . Purchaser shall revise such Pre-Closing Straddle Period Separate Tax Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditorany reasonable comments received from Seller not later than fifteen (15) days before the due date thereof (taking into account any extensions). Purchaser shall not amend or revoke any such Straddle Period Separate Tax Returns (or any notification or election relating thereto), unless required by Law, without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s final resolution of reasonable request and expense, Purchaser shall file, or cause to be filed, amended Straddle Period Separate Tax Returns. (c) Notwithstanding anything to the disputed items. contrary in this Agreement, in no event shall Seller shall be required to provide a any Person with any Tax Return or copy of such Pre-Closing Returns to Buyer promptly after the filing any Tax Return of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______(i) Seller or (ii) a consolidated, combined, or unitary group that includes Seller (including any Combined Tax Return).

Tax Returns. For any tax periods ending (i) In General. Except as otherwise provided in Section 6.5(b)(ii), and with respect to each Tax Return covering either a Straddle Period or a Pre-Closing Tax Period that is required to be filed for, by, on behalf of, or before with respect to the Company after the Closing Date, Seller the Buyer shall prepare or cause to be prepared, at Seller’s expense, and timely file all Tax Returns for Company which are required to be filed after the Closing Date with respect to such tax periods (the “Pre-Closing Returns”). Subject to the requirements of applicable Tax Law, each Pre-Closing Return shall be prepared in a manner consistent with past practices practice, applicable Law, and this Agreement, each such Tax Return and shall determine the portion of the Company, but in all cases shall be in conformity with the Code, the United States Treasury Regulations and other primary authority. The Seller shall deliver any Taxes shown as due on such Tax Return that is (A) allocable to a Pre-Closing Tax Period and the amount thereof, if any, for which the Sellers are responsible under this Agreement, and (B) allocable to the Tax period (or portion thereof) beginning after the Closing Date, which determination shall be set forth in a statement (“Statement”) prepared by the Buyer. The Buyer shall deliver a copy of such Tax Return and the Statement related thereto (along with associated tax workpapersincluding related work papers) to Buyer the Seller Representative for his review and approval (such approval not to be unreasonably withheld, conditioned, or delayed) at least thirty (30) calendar days prior to the due date on which (including any extensions thereof) for filing such Pre-Closing Return is Tax Return; provided, however, that notwithstanding the foregoing, the Buyer shall not be required to be filed (taking into account extension) and in the case of a return due within 30 days after the Closing Date as soon as practical. If Buyer disputes any item on any make such Pre-Closing Return prepared by the Seller, it shall, within delivery earlier than ten (10) calendar days following the close of the applicable taxable period covered by such Tax Return. Within five (5) calendar days of receiving such Pre-Closing Returndelivery, notify the Seller of Representative shall deliver to the Buyer a written statement describing any objections to such disputed item (Tax Return or items) the Statement. If the Buyer and the basis for its objection. Seller and Buyer shall act in good faith Representative are unable to resolve any such dispute prior to objection within the date on which five (5) calendar day period after the relevant Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed itemdelivery of such objections, the item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Pre-Closing Return at issue (taking into account applicable extensions), then such Pre-Closing Tax Return shall be filed as prepared by the SellerBuyer, subject as adjusted to subsequent amendment, if any, the extent necessary to reflect Independent Auditor’s final the resolution of any such objections mutually agreed to by the disputed itemsBuyer and the Seller Representative. Any remaining objections with respect to such Tax Return or the Statement shall be submitted to the Independent Accounting Firm for resolution in accordance with the procedures contained in Section 2.5(c)(iii)(C). Any fees and expenses of the Independent Accounting Firm pursuant to this Section 6.5(b)(i) shall be paid one-half by the Buyer and one-half by the Sellers. If necessary to reflect such resolution, the Buyer and the Seller Representative shall provide a copy cause such Tax Return to be amended and filed with the appropriate Taxing Authority. With respect to each Tax Return described in this Section 6.5(b)(i) and in Section 6.5(b)(ii), the Buyer and each of the Sellers, as applicable, will join in the execution and filing of such Tax Return and other documentation as required by applicable Law. Notwithstanding anything contained in this Agreement to the contrary, with respect to each Tax Return described in this Section 6.5(b)(i), the Seller Representative shall pay or cause to be paid to the Buyer no later than five (5) calendar days prior to the due date (including any extensions thereof) for filing such Tax Return the amount of Taxes shown as due on each such Tax Return (or portion thereof) with respect to which the Buyer Indemnified Parties are entitled to indemnification under ARTICLE 7. (ii) Pre-Closing Returns Income and Franchise Tax Returns. Notwithstanding the foregoing provisions of Section 6.5(b)(i), the Seller Representative shall cause to Buyer promptly after be timely prepared, at the filing Sellers’ cost and expense, and in a manner consistent with past 54 (i) In the case of any Tax of the Company that is based on income, sales, revenue, production, or similar items, or any other Taxes not described in Section 6.5(c)(ii) or Section 6.5(c)(iii), the amount of such Tax attributable to the Pre- Closing Tax Period of such Straddle Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date. (ii) In the case of any liability for any real property, personal property, and ad valorem Taxes of the Company, the amount of such Tax attributable to the Pre- Closing Tax Period of such Straddle Period shall be deemed to be the amount of such Tax for the entire Straddle Period, multiplied by a fraction, the numerator of which is the number of days in such Straddle Period ending on and including the Closing Date, and the denominator of which is the number of days in such Straddle Period. 55 (iii) For purposes of the Texas franchise Tax of the Company for the privilege period beginning on or after January 1, 2020, the amount of such Tax that would be owed by the Company for such privilege period from January 1, 2020 to and including the Closing Date shall be deemed to be the amount of such Tax attributable to the Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______Tax Period of such Straddle Period.

Tax Returns. For any tax The Company shall prepare and timely file, or cause to be prepared and timely filed, all Seller Group Tax Returns for all taxable periods. If a Group Company is permitted under applicable Law to treat the Closing Date as the last day of a taxable period in which the Closing occurs, the Company and Buyer shall treat (and shall cause their respective Affiliates to treat) the Closing Date as the last day of such taxable period with respect to such Group Company. Except as provided in the Transition Services Agreement, Buyer shall prepare and timely file, or cause to be prepared and timely filed, all non-Seller Group Tax Returns with respect to one or more Group Companies (a) for all Straddle Tax Periods, and (b) for taxable periods ending on or before the Closing Date, Seller shall prepare or cause to be prepared, at Seller’s expense, Date and timely file all Tax Returns for Company which are required to be filed after the Closing Date with respect to (each such tax periods (the non-Seller Group Tax Return, a “Pre-Closing ReturnsBuyer-Filed Tax Return”). Subject to the requirements of applicable Tax Law, each Any Pre-Closing Buyer-Filed Tax Return (i) shall be prepared in a manner consistent with past practices of practice (unless otherwise required by applicable Law), (ii) shall reflect a deduction for the Company’s fees and expenses incurred in connection with the transactions contemplated by this Agreement and the Restructuring (“Transaction Tax Deductions”) to the maximum extent permitted by applicable Law (to the extent Buyer’s tax advisor reasonably determines that there is at least a “more likely than not” basis to take such position; provided, however, that if the Company objects in writing to Buyer’s tax advisor’s determination to take such position, the Accountant shall be appointed to resolve the disputed item(s) in the same manner as set forth in Section 2.04(b), applied mutatis mutandis) and (iii) shall be submitted by Buyer to the Company (together with schedules, statements and, to the extent reasonably requested by the Company, but in all cases shall be in conformity with the Code, the United States Treasury Regulations supporting documentation) for its review and other primary authority. The Seller shall deliver any Pre-Closing Return (along with associated tax workpapers) to Buyer comment at least thirty (30) days Business Days prior to the due date (including any applicable extension) for filing such Tax Return. Except for any Pre-Closing Buyer-Filed Tax Returns for which the Company does not bear responsibility for Taxes owed with respect thereto, Buyer shall not file any Pre-Closing Buyer-Filed Tax Return without the written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. Except to the extent otherwise required under applicable Law or pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any comparable provision of state, local or foreign Law), neither Buyer nor any Group Company shall amend any Tax Return for any Pre-Closing Tax Period without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed. No later than ten (10) Business Days prior to the date on which such Taxes with respect to any Pre-Closing Buyer-Filed Tax Return is required are due and payable, the Company shall pay to be filed (taking into account extension) and in Buyer the case amount of such Taxes attributable to a return due within 30 days after the Closing Date as soon as practical. If Buyer disputes any item on any such Pre-Closing Return prepared by Tax Period, calculated in accordance with Section 6.05(c), except to the Seller, it shall, within ten (10) days of receiving extent such Pre-Closing Return, notify the Seller of such disputed item (Taxes were taken into account in Final Net Working Capital or items) and the basis for its objectionFinal Net Debt. Seller and Buyer shall act in good faith timely remit, or cause to resolve any be remitted, the amount of all such dispute prior Taxes to the date on which the relevant Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Pre-Closing Return at issue (taking into account applicable extensions), then such Pre-Closing Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______appropriate Taxing Authority.

Tax Returns. For (a) The Company shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns required to be filed by it that are due on or before the Closing Date (taking into account any tax periods ending extensions), and shall timely pay all Taxes that are due and payable on or before the Closing Date (taking into account any extensions), and shall timely pay all Taxes that are due and payable on or before the Closing Date, Seller . Any such Tax Return shall be prepared in a manner consistent with past practice (unless otherwise required by Law). (b) Shareholder Representative shall prepare and timely file, or cause to be prepared, at Seller’s expense, prepared and timely file filed, (A) all Tax Returns for required to be filed by the Company which are after the Closing Date with respect to a Pre-Closing Tax Period and (B) all income Tax Return required to be filed after the Closing Date with respect to such tax periods by the Company as a Subchapter S corporation (the collectively, “Pre-Closing Returns”). Subject to the requirements of applicable Tax Law, each Any such Pre-Closing Return shall be prepared in a manner consistent with past practices practice of the Company, but in all cases Company (unless otherwise required by Law). Shareholder Representative shall be in conformity with the Code, the United States Treasury Regulations and other primary authority. The Seller shall deliver any submit a final draft of each Pre-Closing Return (along with associated tax workpapersother than any payroll Tax Return or a Tax Return that is due within forty-five (45) days after the Closing Date) to Buyer Parent (together with schedules, statements and, to the extent requested by Parent, supporting documentation) at least thirty forty-five (3045) days prior to the due date on which (including extensions) of such Pre-Closing Return is required to be filed (taking into account extension) and in the case of a return due within 30 days after the Closing Date as soon as practicalReturn. If Buyer disputes Parent objects to any item on any such Pre-Closing Return prepared by the SellerReturn, it shall, within ten (10) days after delivery of receiving such Pre-Closing Return, notify Shareholder Representative in writing that it so objects, specifying with particularity any such item and stating the Seller of such disputed item (specific factual or items) and the legal basis for its any such objection. Seller If a notice of objection shall be duly delivered, Parent and Buyer Shareholder Representative shall act negotiate in good faith and use their reasonable commercial efforts to resolve any such dispute prior to items, it being agreed that if an item is being treated in a manner consistent with past practice of the date on which the relevant Pre-Closing Return is required Company, such item will be rebuttably presumed to be filedreasonable and appropriate. If Seller Parent and Buyer cannot resolve any disputed itemShareholder Representative are unable to reach such agreement within ten (10) days after receipt by Parent of such notice, the item in question disputed items shall be resolved by the Independent Auditor. The fees Accountant and expenses of any determination by the Independent Auditor attributable to such dispute Accountant shall be borne equally by the Seller and the Buyerfinal. If the Independent Auditor Accountant is unable to resolve any disputed items at least three (3) days before the dispute no later than 3 days prior to the filing due date of the for such Pre-Closing Return at issue (taking into account applicable extensions)Return, then such the Pre-Closing Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary Shareholder Representative and then amended to reflect the Independent AuditorAccountant’s final resolution resolution. The costs, fees and expenses of the disputed itemsIndependent Accountant shall be borne equally by Parent and Shareholder Representative (on behalf of the Shareholders). (c) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns required to be filed by the Company for any Straddle Period (“Straddle Return”). Seller Any such Straddle Return shall provide be prepared in a copy manner consistent with past practice of the Company (unless otherwise required by Law). Parent shall submit a final draft of each Straddle Return (other than any payroll Tax Return or a Straddle Return that is due within forty-five (45) days after the Closing Date) to Shareholder Representative (together with schedules, statements and, to the extent requested by Shareholder Representative, supporting documentation) at least forty-five (45) days prior to the due date (including extensions) of such Tax Return. If Shareholder Representative objects to any item on any such Tax Return that relates to a Pre-Closing Returns to Buyer promptly Tax Period, it shall, within ten (10) days after the filing delivery of such Tax Return, notify Parent in writing that it so objects, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, Parent and Shareholder Representative shall negotiate in good faith and use their reasonable commercial efforts to resolve such items, it being agreed that if an item is being treated in a manner consistent with past practice of the Company, such item will be rebuttably presumed to be reasonable and appropriate. If Parent and Shareholder Representative are unable to reach such agreement within ten (10) days after receipt by Parent of such notice, the disputed items shall be resolved by the Independent Accountant and any determination by the Independent Accountant shall be final. If the Independent Accountant is unable to resolve any disputed items at least three (3) days before the due date for such Straddle Return, the Straddle Return shall be filed as prepared by Parent and then amended to reflect the Independent Accountant’s resolution. The costs, fees and expenses of the Independent Accountant shall be borne equally by Parent and Shareholder Representative. (d) In addition to any rights pursuant to applicable Law and not by way of limitation of any such rights, Parent is hereby authorized to set off Taxes shown due on any Pre-Closing ReturnsReturn and Taxes shown due with respect to any such Tax Return that relate to Straddle Periods that are attributable under Section 6.4 to the portion of such Straddle Period ending on day prior to the Closing Date, but only to the extent such Taxes due were not taken into account as liabilities in computing the Closing Working Capital, against any amounts outstanding under any obligation at any time held or owing by Parent or any Affiliate to or for the credit or the account of the Shareholders, including with respect to the Promissory Note. (e) As soon as practicable after the Closing Date, the Shareholders shall provide to Parent a statement (the “Estimated Dividend Statement”) which shall set forth the estimated amounts of the Company’s “items of income” and “nonseparately computed income” (as such terms are defined under Section 1366(a)(1) of the Code) attributable to the periods from January 1, 2020 to December 31, 2020 and from January 1, 2021 through the end of the day before the Closing Date. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______At or before the Closing Date, the Company shall distribute pro rata among the outstanding shares of the Company an amount (the “Tax Distribution Amount”) equal to 50 percent of the sum of the Company’s items of income and nonseparately computed income as shown on the Estimated Dividend Statement.

Tax Returns. For any tax periods ending (a) The Company shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns required to be filed by it that are due on or before the Closing DateDate (taking into account any extensions), Seller and shall prepare timely pay all Taxes that are shown due and payable on such Tax Returns on or before the Closing Date (taking into account any extensions). Any such Tax Return shall be prepared in a manner consistent with past practice (unless otherwise required by Law). (b) Seller, at its expense, shall prepare, or cause to be prepared, at Seller’s expense, and timely file all Tax Returns for Company which are required to be filed by the Company after the Closing Date with respect to such tax periods any taxable period ending on or before the Closing Date (the “Pre-Closing ReturnsReturn”). Subject to the requirements of applicable Tax Unless otherwise required by Law, each any such Pre-Closing Return shall be prepared in a manner consistent with past practices practice of the Company, but in all cases shall be in conformity with the Code, the United States Treasury Regulations Company and other primary authoritywithout a change of any election or any accounting method. The Seller shall deliver any submit to Buyers drafts of all Pre-Closing Returns (together with schedules, statements and, to the extent requested by Buyers, supporting documentation) at least forty-five (45) days prior to the due date (including extensions) of such Pre-Closing Return (along with associated tax workpapers) to Buyer or at least fifteen (15) days prior to the due date of such Pre-Closing Return with respect to any Tax Returns that are required to be filed within thirty (30) days prior to the date on which such Pre-Closing Return is required to be filed (taking into account extension) and in the case of a return due within 30 days after the Closing Date as soon as practicalDate. If Buyer disputes Buyers objects to any item on any such Pre-Closing Return prepared by the SellerReturn, it shall, within ten (10) days after delivery of receiving such Pre-Closing Return, notify the Seller Return or within five (5) days after delivery of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is required to be filedfiled within thirty (30) days after the Closing Date, notify Seller in writing that it so objects, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, Buyers and Seller shall negotiate in good faith and Buyer cannot use their reasonable best efforts to resolve such items. If Buyers and Seller are unable to reach such agreement within ten (10) days after receipt by Seller of such notice (or within five (5) days after receipt by Seller of such notice with respect to any disputed itemPre- Closing Return required to be filed within thirty (30) days after the Closing Date), the item in question disputed items shall be resolved by the Independent AuditorAccountant and any determination by the Independent Accountant shall be final. The fees and expenses Independent Accountant shall resolve any disputed items within twenty (20) days of having the Independent Auditor attributable item referred to it pursuant to such dispute shall procedures as it may require (or within five (5) days of having the item referred to it with respect to any Pre-Closing Return required to be borne equally by filed within thirty (30) days after the Seller and the BuyerClosing Date). If the Independent Auditor Accountant is unable to resolve any disputed items before the dispute no later than 3 days prior to due date for such Tax Return, the filing date of the Pre-Closing Return at issue (taking into account applicable extensions), then such Pre-Closing Tax Return shall be filed as prepared by Seller and then amended to reflect the Independent Accountant’s resolution. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyers and Seller. (c) Buyers, at their expense, shall prepare, or cause to be prepared, all Tax Returns required to be filed by the Company for a Straddle Period (“Straddle Returns”). Unless otherwise required by Law, any such Straddle Returns shall be prepared in a manner consistent with past practice of the Company and without a change of any election or any accounting method. Buyers shall submit to Seller drafts of all Straddle Returns (together with schedules, statements and, to the extent requested by Seller, subject supporting documentation) at least forty-five (45) days prior to subsequent amendment, if any, necessary the due date (including extensions) of such Straddle Return or at least fifteen (15) days prior to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy due date of such Pre-Closing Return with respect to any Tax Returns that are required to Buyer promptly be filed within thirty (30) days after the filing Closing Date. If Seller objects to any item on any such Straddle Return, it shall, within ten (10) days after delivery of such Straddle Return (or within five (5) days after delivery of any such Straddle Return required to be filed within thirty (30) days after the Closing Date), notify Buyers in writing that it so objects, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, Buyers and Seller shall negotiate in good faith and use their reasonable best efforts to resolve such items. If Buyers and Seller are unable to reach such agreement within ten (10) days after receipt by Buyers of such notice (or within five (5) days after receipt by Buyers of such notice with respect to any Straddle Return required to be filed within thirty (30) days after the Closing Date), the disputed items shall be resolved by the Independent Accountant and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within twenty (20) days of having the item referred to it pursuant to such procedures as it may require (or within five (5) days of having the item referred to it with respect to any Pre-Closing ReturnsReturn required to be filed within thirty (30) days after the Closing Date). AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______If the Independent Accountant is unable to resolve any disputed items before the due date for such Straddle Return, the Straddle Return shall be filed as prepared by Buyers and then amended to reflect the Independent Accountant’s resolution. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyers and Seller.

Tax Returns. For any tax (i) The Seller shall file or cause to be filed when due all Tax Returns that are required to be filed by or with respect to the Company and each Company Subsidiary for taxable years or periods ending on or before the Closing Date, . The Seller shall prepare include the income of the Company and each Company Subsidiary (including any deferred intercompany income triggered under Treasury Regulation Section 1.1502-13 or its predecessors and any excess loss account taken into income under Treasury Regulation Section 1.1502-19) on the AES consolidated U.S. federal Tax Returns for all periods ending on or before the Closing Date. (ii) The Purchaser shall file or cause to be prepared, at Seller’s expense, and timely file filed when due all Tax Returns for Company which that are required to be filed by or with respect to the Company and each Company Subsidiary for taxable years or periods ending after the Closing Date. (iii) Any Tax Return required to be filed by the Purchaser relating to any taxable year or period that includes but does not end on the Closing Date with respect to such tax periods (the “Pre-Closing Returns”). Subject to the requirements of applicable Tax Law, each Pre-Closing Return a "Straddle Period") shall be prepared in a manner consistent accordance with past practices practice (to the extent permitted under applicable law) and submitted (with copies of any relevant schedules, work papers and other documentation then available) to the Seller for the Seller's approval not less than forty-five (45) days prior to the due date (including extensions) for the filing of such Tax Return. The Seller's approval shall not be unreasonably withheld. (iv) Upon the written request of the Company, but Purchaser setting forth in all cases shall be in conformity with detail the Codecomputation of the amount owed, the United States Treasury Regulations and other primary authority. The Seller shall deliver pay to the Purchaser, no later than two (2) days prior to the due date for the applicable Tax Return, the Taxes for which the Seller is liable pursuant to Section 6.7(b) and that are payable with any Pre-Closing Tax Return to be filed by the Purchaser with respect to any Straddle Period. (along with associated tax workpapersv) to Buyer at least Within thirty (30) days prior to the date on which such Pre-Closing Return is required to be filed (taking into account extension) and in the case of a return due within 30 days after the Closing Date as soon as practical(and from time to time thereafter if the Seller reasonably requests), the Seller shall provide to the Purchaser a list of the specific Tax information materials required to enable Seller to prepare and file all Tax Returns required to be prepared and filed by Seller pursuant to Section 6.7(a)(i). If Buyer disputes any item on Within sixty (60) days after receiving any such Pre-Closing Return prepared by list, the Seller, it shall, within ten (10) days of receiving such Pre-Closing Return, notify Purchaser shall cause the Company and each Company Subsidiary to prepare and provide to the Seller of a package containing the Tax information materials identified in any such disputed item (or items) and the basis for its objectionlist. Seller and Buyer The Purchaser shall act prepare such package in good faith to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Pre-Closing Return at issue (taking into account applicable extensions), then such Pre-Closing Return shall be filed as prepared by a manner substantially consistent with the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______'s past practice.

Tax Returns. For any tax (a) Seller shall prepare or cause to be prepared and file or cause to be filed when due all Tax Returns required to be filed for taxable periods of each Company and each Subsidiary of each Company ending on or before the Closing Date, and shall pay or cause to be paid any Taxes due in respect of such Tax Returns. No later than ninety (90) days after the Closing Date, Buyer shall cause each Company and each Subsidiary of each Company to furnish to Seller Tax information relating to such Company or such Subsidiary, consistent with the past practice and custom of Seller and such Company or such Subsidiary. All such Tax Returns (other than Income Tax Returns of any of the Section 338(h)(10) Companies) shall be prepared and filed in a manner consistent with the past practice of the Companies and their Subsidiaries, to the extent permitted by Law. (b) Except as provided in Section 6.3(a) and Section 6.3(e), Buyer shall prepare or cause to be prepared, at Seller’s expense, prepared and timely file or cause to be filed when due all Tax Returns for Company which are required to be filed after the Closing Date by any Company or any Subsidiary of any Company, and shall pay or cause to be paid any Taxes due in respect of such Tax Returns. (c) Any Tax Return required to be filed with respect to such tax periods (the “Pre-Closing Returns”). Subject to the requirements a Straddle Period of applicable Tax Law, each Pre-Closing Return any Company or any Subsidiary of any Company shall be prepared in a manner consistent accordance with the past practices practice and custom of Seller and such Company or such Subsidiary, to the Companyextent permitted by Law, but in all cases and shall be in conformity submitted (with the Codecopies of any relevant schedules, the United States Treasury Regulations work papers and other primary authority. The Seller shall deliver any Pre-Closing Return (along with associated tax workpapersdocumentation then available) to Buyer at least thirty Seller not less than the lesser of (30i) twenty (20) days prior to the due date on which for the filing of such Pre-Tax Return and (ii) half the number of days from the day after Closing to the due date for the filing of such Tax Return is required to be filed (taking into account extension) for Seller’s review and in the case of a return due within 30 days after the Closing Date as soon as practicalcomment. If Seller provides Buyer disputes any item on any such Pre-Closing Return prepared by the Seller, it shall, within with written instructions at least ten (10) days prior to the due date of the Tax Return (or at least one half the number of days between receiving the Tax Return and the due date if less) as to the manner in which any, or all, of the items for which it may be liable hereunder shall be reflected on such Pre-Closing Tax Return, notify the Seller of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act make such changes that are consistent with the past practice and custom of Seller, except to the extent not permitted by Law. Buyer and Seller shall negotiate in good faith to resolve any dispute regarding such items. If Buyer and Seller are unable to resolve any such dispute, the dispute shall be referred to the Accounting Firm for resolution, provided that if such dispute is not resolved prior to the due date of the Tax Return, Buyer may still file the Tax Return and amend it if necessary when the dispute is resolved. (d) The party required by Law to pay any property Tax on which any of the relevant Pre-Closing Transferred Assets for any Straddle Period shall timely file the Tax Return is related to such Tax and shall timely pay such Tax in full. (e) The Person required by applicable Law to be filed. If file any Tax Returns and other documentation with respect to any Transfer Taxes shall prepare and file such Tax Returns and pay the Taxes shown as due thereon and Seller and Buyer canshall each, and shall each cause their Affiliates to, cooperate in the timely preparation and filing of, and join in the execution of, any such Tax Returns and other documentation. (f) To the extent a party pays Taxes pursuant to this Section 6.3 for which such party is not resolve any disputed itemresponsible under Sections 6.1 and 6.2, the item in question paying party shall be resolved by provide the Independent Auditor. The fees other party’s representative (Seller or Buyer, as the case may be), with written notice of such payment, and expenses within ten (10) Business Days of receipt of such written notice of payment, the non-paying party’s representative shall reimburse the paying party for the non-paying party’s share of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Pre-Closing Return at issue (taking into account applicable extensions), then such Pre-Closing Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______paid Taxes.

Tax Returns. For any tax periods ending on or before (i) After the Closing Date, Seller the Sellers’ Representative shall prepare or cause to be prepared, at Seller’s expense, and timely file all prepared any income Tax Returns for the Company which (including franchise and gross-receipts Tax Returns) that are required to be filed after the Closing Date with respect to such tax periods (the “Pre-Closing Returns”). Subject any taxable period ending on or prior to the requirements of applicable Closing Date. To the extent such Tax Law, each Pre-Closing Return shall Returns are required to be prepared in a manner consistent with past practices of filed by the Company, but in all cases the Sellers’ Representative shall be in conformity with provide such Tax Returns to the Code, the United States Treasury Regulations and other primary authority. The Seller shall deliver any Pre-Closing Return (along with associated tax workpapers) to Buyer Company at least thirty fifteen (3015) days prior to the date such Tax Returns are due. The Sellers shall be responsible, in proportion to their respective Pro Rata Percentages, for any Taxes due and payable with respect to such Tax Returns other than any such Taxes included as Current Liabilities in the calculation of Final Closing Working Capital. (ii) After the Closing Date, Buyer shall prepare or cause to be prepared and file or cause the Company to file on which such a timely basis all other Tax Returns for the Company for any Pre-Closing Return is required to be filed Tax Period (taking into account extensionand for any Straddle Period) and in the case of a return that are first due within 30 days after the Closing Date (collectively “Buyer Prepared Returns”). All such Buyer Prepared Returns shall be prepared and filed in a manner consistent with the past Tax accounting practices, Tax-related elections and Tax Returns of the Company, unless otherwise required by applicable Law. Buyer shall provide to the Sellers’ Representative copies of all such Buyer Prepared Returns (and the associated work papers) that show an Indemnified Tax in excess of $20,000, for review by the Sellers’ Representative within such time period that is reasonable under the circumstances, and shall make such changes to those Buyer Prepared Returns before filing as soon as practicalare reasonably requested by the Sellers’ Representative; provided that such provision or review shall not, in Buyer’s sole discretion, have an adverse effect on Buyer’s Tax liability or ability to file in a timely manner any Buyer Prepared Returns. If Unless required by applicable Law, Buyer disputes shall not cause or allow the Company to file any item on any such amended Tax Returns for Pre-Closing Return prepared by the Seller, it shall, within ten (10) days of receiving such Pre-Closing Return, notify the Seller of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior Periods with respect to the date on which Company without the relevant Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Independent Auditor. The fees and expenses prior written consent of the Independent Auditor attributable to such dispute Sellers’ Representative (which shall not be borne equally by the Seller and the Buyerunreasonably withheld, delayed, or conditioned). If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date No failure or delay of the Pre-Closing Return at issue (taking into account applicable extensions), then such Pre-Closing Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Buyer in delivering Buyer Prepared Returns to Buyer promptly after Sellers’ Representative to review shall reduce or otherwise affect the filing obligations or liabilities of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______Sellers pursuant to this Agreement.

Tax Returns. For (i) (A) Seller shall be responsible for the timely filing (taking into account any tax periods ending extensions received from the relevant Tax authorities) of all Tax Returns required by Law to be filed by (or to include) the Company, on or before prior to the Closing Date and (B) all Taxes indicated as due and payable on such Tax Returns shall be paid or will be paid by Seller as and when required by Law to the extent such Taxes are not reflected on the Financial Statements and/or are not taken into account in calculating the Aggregate Adjustment. Unless a different treatment of any item is required by an intervening change in applicable Law, such Tax Returns shall be prepared on a basis consistent with those prepared for prior taxable periods. Seller shall not amend, without Purchaser’s prior written consent, which consent shall not be unreasonably withheld or delayed, a Tax Return of the Company. (ii) The Company shall be responsible for the timely filing (taking into account any extensions received from the relevant tax authorities) of all Tax Returns required by Law to be filed by the Company after the Closing Date, Seller shall prepare or cause to be prepared, at Seller’s expense, it being understood that all Taxes indicated as due and timely file all Tax Returns for Company which are required to be filed after the Closing Date with respect to payable on such tax periods (the “Pre-Closing Returns”). Subject to the requirements of applicable Tax Law, each Pre-Closing Return returns shall be prepared in a manner consistent with past practices the responsibility of the Company, but in all cases shall be in conformity with the Code, the United States Treasury Regulations and other primary authority. The Seller shall deliver any except for Pre-Closing Return Period Taxes and such Taxes which are the responsibility of Seller pursuant to this Agreement (along with associated tax workpapersincluding pursuant to this Section 5.8(c)) which Seller shall pay (as and when required by Law) to Buyer at least thirty (30) days prior to the date extent such Taxes are not reflected on which such Pre-Closing the Financial Statements and/or are not taken into account in calculating the Aggregate Adjustment. In the case of any Tax Return that contains any Taxes that Seller is required to be filed pay, (taking A) the Company shall prepare such Tax Return on a basis consistent with the Tax Returns prepared for prior taxable periods (unless a different treatment of any item is required by an intervening change in applicable Law) and (B) the Company shall provide such Tax Return to Seller for Seller’s review prior to filing and make any changes requested by Seller that (1) are reasonable and (2) do not increase the Tax liability of Purchaser or the Company (in excess of Taxes that are reflected on the Financial Statements and/or taken into account extensionin calculating the Aggregate Adjustment) and in for any Taxable period or otherwise materially adversely affect Purchaser or the case of Company. Neither Purchaser nor the Company shall amend, without Seller’s prior written consent, which consent shall not be unreasonably withheld or delayed, a return due within 30 days after Tax Return relating to a period that includes or ends on the Closing Date as soon as practical. If Buyer disputes any item on any such Pre-Closing Return prepared by the Seller, it shall, within ten (10) days of receiving such Pre-Closing Return, notify the Seller of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Pre-Closing Return at issue (taking into account applicable extensions), then such Pre-Closing Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______Date.

Tax Returns. For any tax periods ending on or before the Closing Date, Seller shall prepare or cause to be prepared, at Seller’s expense, and timely file all Tax Returns for Company which are required to be filed after the Closing Date with respect to such tax periods (the “Pre-Closing Returns”). Subject to the requirements of applicable Tax Law, each Pre-Closing Return shall be prepared in a manner consistent with past practices of the Company, but in all cases shall be in conformity with the Code, the United States Treasury Regulations and other primary authority. The Seller shall deliver any Pre-Closing Return (along with associated tax workpapers) to Buyer at least thirty (30) days prior to the date on which such Pre-Closing Return is required to be filed (taking into account extension) and in the case of a return due within 30 days after the Closing Date as soon as practical. If Buyer disputes any item on any such Pre-Closing Return prepared by the Seller, it shall, within ten (10) days of receiving such Pre-Closing Return, notify the Seller of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Pre-Closing Return at issue (taking into account applicable extensions), then such Pre-Closing Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______ACTIVE 64517303v2

Tax Returns. For any tax periods ending on or before the Closing Date(a) The Member shall prepare, Seller shall prepare or cause to be prepared, at Seller’s expenseand file, and timely file or cause to be filed (taking into account all extensions properly obtained), all Tax Returns for Company which are required to be filed after by the Closing Date with respect to such tax periods (the “Pre-Closing Returns”). Subject Company prior to the requirements of applicable Closing. Each such Tax Law, each Pre-Closing Return shall be prepared in a manner consistent with past practices practice. (b) Buyer shall prepare, or cause to be prepared, and timely file, or cause to be timely filed (taking into account all extensions properly obtained), all Tax Returns required to be filed by the Company after the Closing. Each such Tax Return shall be prepared in a manner consistent with past practice and without a change of any election or any accounting method. Buyer shall pay or cause to be paid all Taxes shown as due on any such Tax Return. Buyer shall provide the Selling Parties with completed drafts of Tax Returns for any period for which the Selling Parties may have an indemnity obligation hereunder or any other obligation or liability (including any related work papers or other information reasonably requested by the Selling Parties) with an allocation of the Company, but in all cases shall be in conformity Selling Parties’ portion of such Taxes due with respect to such Tax Returns as calculated under Section 7.05(b)(i) (to the Code, extent not paid prior to the United States Treasury Regulations Closing Date) for the Selling Parties’ review and other primary authority. The Seller shall deliver any Pre-Closing Return (along with associated tax workpapers) to Buyer comment at least thirty (30) days prior to the due date on for filing and shall consider in good faith any reasonable comments thereto. Buyer and the Selling Parties agree to timely consult with each other and to negotiate in good faith any timely-raised issue arising as a result of the review of such Tax Returns to permit the filing of such Tax Returns as promptly as possible, which such Pre-Closing Return is required good faith negotiations shall include each side exchanging in writing their positions concerning the matter(s) in dispute and a meeting to be filed (taking into account extension) discuss their respective positions. In the event Buyer and in the case of a return due within 30 days after the Closing Date as soon as practical. If Buyer disputes Selling Parties are unable to resolve any item on any such Pre-Closing Return prepared by the Seller, it shall, dispute within ten (10) days Business Days following the delivery of receiving such Pre-Closing Return, notify written notice by the Seller Selling Parties of such disputed item (dispute, the Selling Parties or items) Buyer may require that they mutually engage and submit such dispute to, and the basis for its objection. Seller same shall be finally resolved in accordance with the provisions of this Agreement by the Independent Accountant, and Buyer they shall act in good faith jointly request the Independent Accountant to resolve any issue in dispute at least ten (10) Business Days before the due date of such dispute prior to the date on which the relevant Pre-Closing Tax Return is required to so that such Tax Return may be timely filed. If Seller and Buyer cannot resolve The Independent Accountant shall make a determination with respect to any disputed item, the item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Pre-Closing Return at issue (taking into account applicable extensions), then such Pre-Closing Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______within five

Tax Returns. For Except as otherwise provided in Section 7.7(a) above, the Seller shall prepare and file or cause to be prepared and filed when due (i) all Tax Returns that are required to be filed by or with respect to any tax of the Subject Companies for taxable years or periods ending on or before the Closing DateDate and (ii) all Texas franchise Tax Returns in which the Subject Companies would be included for pre-Closing activities, and the Seller shall prepare remit or cause to be preparedremitted any Taxes due in respect of such Tax Returns. The Seller shall permit the Purchaser to review and comment upon such Tax Returns described in clause (ii) of this Section 7.7(b) prior to the filing thereof, at such comments to be considered in good faith by the Seller’s expense, . The Purchaser shall prepare and timely file or cause to be prepared and filed when due all Tax Returns for Company which that are required to be filed by or with respect to any of the Subject Companies for taxable years or periods ending after the Closing Date with respect to such tax periods (excluding any Texas franchise Tax Returns in which the “PreSubject Companies would be included for pre-Closing activities), and the Purchaser shall remit or cause to be remitted any Taxes due in respect of such Tax Returns”). Subject to the requirements of applicable All such Tax Law, each Pre-Closing Return Returns shall be prepared in a manner consistent with past practices practice. The Purchaser shall provide a written request to the Seller setting forth in detail the computation of the Companyamount owed by the Seller for taxable periods that end on or before the Closing Date, but in all cases shall be in conformity and, with the Coderespect to any Straddle Period, the United States Treasury Regulations portion of such Straddle Period deemed to end on and other primary authorityinclude the Closing Date, at least 30 days prior to the due date for the applicable Tax Return. The Seller shall deliver any Pre-Closing Return (along with associated tax workpapers) pay to Buyer at least thirty (30) the Purchaser, no later than two days prior to the due date on for the applicable Tax Return, the Seller’s allocable share pursuant to this Section 7.7 of the Taxes which such Pre-Closing are payable with any Tax Return is required to be filed (taking into account extension) by the Purchaser with respect to any Straddle Period. The term “Straddle Period ” means a taxable year or period beginning on or before, and in the case of a return due within 30 days after ending after, the Closing Date as soon as practical. If Buyer disputes any item on any such Pre-Closing Return prepared by the Seller, it shall, within ten (10) days of receiving such Pre-Closing Return, notify the Seller of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Pre-Closing Return at issue (taking into account applicable extensions), then such Pre-Closing Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______Date.

Tax Returns. For any tax periods ending on or before the Closing Date, Seller (a) The Company Stockholder shall prepare or cause to be preparedprepared and timely file, at Seller’s expenseby not later than January 31, 2005, and the Company and the Buyer shall cooperate with the Company Stockholder in the preparation and timely file filing of, all Tax Returns for Company which are required to be filed by or on behalf of the Company after the Closing Date with respect which apply to such tax periods prior to the end of the Closing Date (the “Pre-Closing closing Returns”). Subject The Buyer and the Company shall have a reasonable opportunity to review and consent to the requirements filing of applicable such Tax LawReturns, each Pre-Closing which consent shall not be unreasonably withheld or delayed. The Company shall timely pay any Taxes shown as due by the Company on the Tax Returns described in this Section 5.4. (b) If any Tax shown as due on any such Tax Return referred to in (a) above is required to be borne by the Company Stockholder (taking into account indemnification obligations hereunder and adjustments to the Purchase Price) or affects taxable income reportable by the Company Stockholder by reason of his former ownership of the Company Stock, such Tax Return shall be prepared in a manner consistent with past practices the prior practice of the Company, but in all cases Company unless otherwise required by applicable Tax laws; a draft of each such Tax Return shall be in conformity with provided to the CodeCompany for review and approval not later than December 31, the United States Treasury Regulations and other primary authority. The Seller shall deliver any Pre-Closing Return 2004 (along with associated tax workpapers) or, if required to Buyer at least be filed within thirty (30) days of the Closing, as soon as possible following the Closing); and the Company and the Buyer shall have the right to review and approve such Tax Return prior to the date on filing of such Tax Return (which such Pre-Closing Return is required approval shall not be unreasonably withheld or delayed). The Company and the Buyer shall prepare or cause to be filed (taking into account extension) and in prepared all Tax Returns of the case of a return due within 30 days Company for periods commencing after the Closing Date and shall be responsible for paying any Taxes shown as soon due on such Tax Returns. (c) The Parties shall, unless prohibited by applicable law, cause the taxable period of the Company to end as practicalof 11:59 p.m. local time on the Closing Date. If For the avoidance of doubt, the Parties hereto agree that the taxable year of the Company, as a subchapter S corporation, shall terminate and end at the end of the Closing Date for federal income tax purposes (and to the extent applicable, for state and local tax purposes as well), and that all items of income, gain, deduction, or loss recognized after the Closing Date shall be included by the Company and the Buyer disputes any item in the Buyer’s consolidated federal income Tax Return (and to the extent applicable, in the Buyer’s Tax Return for state and local tax purposes as well). For purposes of this Agreement, Taxes incurred by the Company with respect to a taxable period that includes but does not end on any such the Closing Date, shall be allocated to the portion of the taxable period ending on the Closing Date (the “Pre-Closing Return prepared by the Seller, it shall, within ten Period”) (10i) days of receiving such Pre-Closing Return, notify the Seller of such disputed item except as provided in (or itemsii) and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Pre-Closing Return at issue (taking into account applicable extensions), then such Pre-Closing Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______and

Tax Returns. For any tax periods ending on or before the Closing Date, (a) Seller shall timely prepare or cause to be prepared, at Seller’s expense, and timely file all Tax Returns of the Company and its Subsidiaries for Company which are required to be filed after the Closing Date with respect to such tax periods (the “all Pre-Closing Returns”)Tax Periods. Subject to the requirements of applicable Such Tax Law, each Pre-Closing Return Returns shall be prepared in a manner consistent with past practices practice and, on such Tax Returns, no positions shall be taken, elections made, or methods adopted that are inconsistent with positions taken, elections made, or methods used in preparing similar Tax Returns in prior periods without the consent of the Company, but in all cases Purchaser which consent shall not be in conformity with the Code, the United States Treasury Regulations and other primary authority. The unreasonably withheld. (b) Seller shall deliver any file or cause to be filed when due all Tax Returns of the Company and its Subsidiaries for all Pre-Closing Return Tax Periods that are filed on a consolidated, combined, or unitary basis by the Seller (along including all federal income Tax Returns, and including all Tax Returns of the Company and its Subsidiaries for the period ending on the Closing Date), and the Seller shall be responsible for the contents of such Tax Returns and for the payment of all Taxes shown to be due thereon; provided, however, that the Seller shall furnish the Purchaser and the Company with associated tax workpapers) copies of such Tax Returns of the Company and its Subsidiaries, on a separate company basis, within 30 days following the filing date (15 days for any such state income or franchise Tax Returns filed with the states of California, Florida or Colorado). Seller shall prepare and send to Buyer the Company as promptly as practicable but at least thirty five business days prior to the due date (30including any permitted extensions) all other Tax Returns that are required to be filed by the Company and its Subsidiaries for all Pre-Closing Tax Periods, and the Seller or, after the Closing Date, the Purchaser shall file or cause to be filed when due such other Tax Returns. At least five (5) business days prior to the date on which the Taxes due with respect to such Pre-Closing Return is other Tax Returns are required to be filed paid, the Seller shall provide the Purchaser, without offset, with the funds, or (taking into account extensionat the Seller's discretion, but only if electronic payment is not required) with checks payable to the appropriate governmental authorities, for the payment of all Taxes unpaid as of the Closing Date shown to be due on such other Tax Returns, and in the case Purchaser shall be responsible for the payment of a return all Taxes unpaid as of the Closing Date shown to be due within 30 on such other Tax Returns, provided that the Purchaser's obligation to pay such Taxes shall not limit the Purchaser's indemnification rights against the Seller pursuant to Section 7.7. If any such Tax Return shows an overpayment of Taxes due, Purchaser shall pay to Seller, without offset, the full refund of the amount no later than five business days after the earlier of the Purchaser's receipt of a refund on account of such overpayment and the application of such overpayment to offset a Tax liability of the Purchaser or an Affiliate of the Purchaser otherwise due. (c) Purchaser shall prepare and file all Tax Returns of the Company and each entity that is a Subsidiary of the Company immediately following the Closing Date as soon as practical. If Buyer disputes any item on any such Prefor all Post-Closing Return prepared by Tax Periods. As promptly as practicable but at least five business days before the Sellerdue date, it shall, within ten (10) days the Purchaser shall furnish the Seller with copies of receiving such Preall Tax Returns of the Company and each entity that is a Subsidiary of the Company immediately following the Closing for any Post-Closing Return, notify Tax Period that includes the Seller of such disputed item (or items) and the basis for its objectionClosing Date. Seller and Buyer shall act in good faith to resolve any such dispute At least five business days prior to the date on which the relevant Pre-Taxes shown on such Tax Returns are required to be paid, the Seller shall provide the Purchaser, without offset, with the funds for the payment of all Taxes shown to be due on such Tax Returns that are attributable to the portion of such Tax periods ending on the Closing Date and the Purchaser shall be responsible for the payment of all Taxes shown to be due on such Tax Returns, provided that the Purchaser's obligation to pay such Taxes shall not limit the Purchaser's indemnification rights against the Seller pursuant to Section 7.7. If any such Tax Return shows an overpayment of Taxes due, Purchaser shall pay to the Seller, without offset, the amount of such refund that is attributable to the portion of such Tax period ending on the Closing Date no later than five business days after the earlier of the Purchaser's receipt of a refund on account of such overpayment and the application of such overpayment to offset a Tax liability of the Purchaser or an Affiliate of the Purchaser otherwise due. (d) In the event that the Seller liquidates or dissolves prior to filing the Tax Returns on which the receipt of the Earnout Payment is required to be filed. If reported, Seller and Buyer cannot resolve shall designate the Holders' Representative (as appointed pursuant to Section 2.3) to file such Tax Returns (including any disputed item, amendment or modification to the item in question shall be resolved by Section 338 Forms to reflect the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by Earnout Payment) for the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Pre-Closing Return at issue (taking into account applicable extensions), then such Pre-Closing Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______pay all Taxes due with respect thereto.

Tax Returns. For any tax periods ending (a) The Company and its Subsidiaries shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns required to be filed by it that are due on or before the Closing Date, Seller shall prepare or cause to be prepared, at Seller’s expenseDate (taking into account any extensions), and shall timely file pay all Tax Returns for Company which Taxes that are required to be filed after due and payable on or before the Closing Date with respect to such tax periods (the “Pre-Closing Returns”taking into account any extensions). Subject to the requirements of applicable Any such Tax Law, each Pre-Closing Return shall be prepared in a manner consistent with past practices of practice (unless otherwise required by Law). (b) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns required to be filed by the Company, but in all cases shall be in conformity Company or its Subsidiaries after the Closing Date with the Code, the United States Treasury Regulations and other primary authority. The Seller shall deliver any respect to a Pre-Closing Tax Period and for any Straddle Period. Any such Tax Return shall be prepared in a manner consistent with past practice (along unless otherwise required by Law). If such Tax Return is an income or other material Tax Return that include Taxes for which Company Indemnifying Parties shall indemnify pursuant to Article VIII, such Tax Return shall be submitted by Parent to the Company Representative (together with associated tax workpapersschedules, statements and, to the extent requested by the Company Representative, supporting documentation) to Buyer at least thirty forty-five (3045) days prior to the due date on which (including extensions) of such Pre-Closing Return is required to be filed (taking into account extension) and in the case of a return due within 30 days after the Closing Date as soon as practicalTax Return. If Buyer disputes the Company Representative objects to any item on any such Tax Return that relates to a Pre-Closing Return prepared by the SellerTax Period, it shall, within fifteen (15) days after delivery of such Tax Return, notify Parent in writing that it so objects, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, Parent and the Company Representative shall negotiate in good faith and use their reasonable best efforts to resolve such items. If Parent and the Company Representative are unable to reach such agreement within ten (10) days of receiving such Pre-Closing Return, notify the Seller after receipt by Parent of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed itemnotice, the item in question disputed items shall be resolved by the Independent AuditorAccountant and any determination by the Independent Accountant shall be final. The fees and expenses Independent Accountant shall resolve any disputed items within twenty (20) days of having the Independent Auditor attributable item referred to it pursuant to such dispute shall be borne equally by the Seller and the Buyerprocedures as it may require. If the Independent Auditor Accountant is unable to resolve any disputed items before the dispute no later than 3 days prior to due date for such Tax Return, the filing date of the Pre-Closing Return at issue (taking into account applicable extensions), then such Pre-Closing Tax Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary Parent and then amended to reflect the Independent AuditorAccountant’s final resolution resolution. The costs, fees and expenses of the disputed items. Seller Independent Accountant shall provide be borne equally by Parent and the Company Representative. (c) The preparation and filing of any Tax Return of the Company or its Subsidiaries that does not relate to a copy of such Pre-Closing Returns to Buyer promptly Tax Period or Straddle Period shall be exclusively within the control of Parent. (d) Unless required by applicable Law, Parent shall not, and shall not cause or permit any of its Affiliates (including the Company and its Subsidiaries after the filing Closing) to (a) amend any Tax Return of such the Company or any of its Subsidiaries for a Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______Tax Period, (b) make any Tax election with respect to the Company or any of its Subsidiaries that has retroactive effect to any Pre-Closing Tax Period, (c) voluntarily approach any Taxing Authority regarding any Taxes or Tax Returns of the Company or any of its Subsidiaries for any Pre-Closing Tax Period (including by means of any State or multi-state voluntary disclosure program), or (d) consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes for any Pre-Closing Tax Period, in each case without prior written consent of the Company Representative (which consent shall not be unreasonably withheld, conditioned or delayed), if such action could reasonably give rise to an indemnification claim by Parent or Surviving Company against the Company Indemnifying Parties under this Agreement.

Tax Returns. For any tax (a) All Tax Returns for Taxes and Tax items relating to the operations or assets of the Target Companies but not imposed on the Target Companies (including the IRS 1065 and related K-1s) for taxable periods (but not Straddle Periods) ending on or before prior to the Closing Date, Date (“Flow-Through Returns”) shall be prepared and filed under the control of the Seller Representative. The Seller Representative shall prepare or cause to be prepared, at Seller’s expense, and timely file all provide the Purchaser with copies of completed drafts of such Tax Returns for Company which that are required to be filed after the Closing Date with respect no later than ten days prior to the due date for filing thereof (including applicable extensions) for the Purchaser’s review and approval (such tax periods approval not to be unreasonably withheld, conditioned or delayed) and shall consider in good faith all comments received no later than three days prior to the due date for filing thereof (including applicable extension). (b) The Seller Representative shall prepare or cause to be prepared all Tax Returns for the “Pre-Acquired Companies that are due on or before the Closing Returns”Date and shall pay or cause to be paid the Taxes shown as due thereon, subject to Section 9.02(f). Subject to the requirements of applicable All such Tax Law, each Pre-Closing Return Returns shall be prepared in a manner consistent with past practices practice except as otherwise required by applicable Law and the agreements in Section 9.02(e). (c) Other than Flow-Through Returns described in Section 9.02(a), and subject to Section 9.01, the Purchaser shall control the preparation and filing of all other Tax Returns for Pre-Closing Tax Periods and Straddle Periods with respect to each Acquired Company that have not yet been filed as of the CompanyClosing Date. With respect to all Pre-Closing Tax Periods and Straddle Periods, but in all cases such Tax Returns shall be prepared in conformity a manner consistent with past practice unless otherwise required by applicable Law and consistent with the Code, applicable Flow-Through Returns and the United States Treasury Regulations and other primary authorityagreements in Section 9.02(e). The Purchaser shall provide the Seller shall deliver Representative with copies of all income Tax Returns for any Pre-Closing Return (along with associated tax workpapers) to Buyer at least thirty (30) Tax Period or Straddle Period no later than 30 days prior to the due date on which for filing thereof (including applicable extensions) for the Seller Representative’s review and approval (such Pre-Closing Return is required approval not to be filed unreasonably withheld, conditioned or delayed). (taking into account extensiond) and in the case of a return due within 30 days after the Closing Date as soon as practical. If Buyer disputes any item on any such Pre-Closing Return prepared by the Seller, it shall, within ten (10) days of receiving such Pre-Closing Return, notify the Seller of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no Not later than 3 five days prior to the due date for the payment of any Indemnified Taxes shown as due with respect to any Tax Return the preparation and filing date of which is controlled by the Purchaser pursuant to Sections 9.01 or 9.02(c), the Seller Representative, on behalf of the Pre-Closing Return at issue (taking into account applicable extensions)Sellers, then shall pay the amount of Indemnified Taxes shown as due in respect of such Pre-Closing Return Tax Return. For the avoidance of doubt, no payment made pursuant to this Section 9.02(d) shall be filed excuse the Sellers from their indemnification obligations pursuant to Article XII to the extent the amount of Indemnified Taxes as prepared ultimately determined, on audit or otherwise, for the periods covered by such Tax Returns exceeds the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution amount of the disputed items. Seller shall provide a copy of such Pre-Closing Returns payment made pursuant to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______this Section 9.02(d).

Tax Returns. For any tax periods ending on or before the Closing Date, (i) Seller shall prepare or cause to be prepared, at Seller’s expense, and timely file all Income Tax Returns of the Company and its Subsidiaries for Company which all taxable periods ending on or prior to the Closing Date that have not yet been filed and are required to be filed after the Closing Date with Date, including the Seller Group’s consolidated return for U.S. federal income Tax purposes. The Seller Group shall include the Company and its Subsidiaries on its consolidated U.S. federal income Tax Return and any other consolidated Tax Returns for the period up to and including the Closing Date. Seller shall pay or cause to be paid any Taxes due in respect of such Tax Returns. With respect to any income Tax Return of the Company or any Subsidiary that is not a combined, consolidated or unitary Tax Return that includes the Company or any Subsidiary (each a “Standalone Tax Return”), the Seller shall prepare such tax Tax Return consistent with past practice unless otherwise required by applicable Law and Seller shall provide, or cause to be provided, to the Purchaser a draft of any such Tax Return at least 30 days prior to the due date, giving effect to extensions thereto, for filing such Tax Return, for review by the Purchaser; provided, however, if Seller shall fail to provide any such Standalone Tax Return due after the Closing Date to Purchaser as set forth in this Section 10.02(a)(i), Purchaser may prepare and file such Tax Return at Seller’s expense. The Purchaser shall file such Standalone Tax Returns, and Seller shall pay or cause to be paid to the Purchaser any Taxes of the Company and its Subsidiaries due in respect of such Standalone Tax Returns at least ten (10) days before the date on which the Purchaser or the Company or its Subsidiaries would be required to pay such Taxes to the extent such Taxes were not taken into account to reduce the purchase price through Indebtedness or Net Working Capital, each as finally determined pursuant to Section 1.04 (and, for the avoidance of doubt, Purchaser shall pay or cause to be paid any such finally determined Taxes taken into account in Indebtedness or Net Working Capital, each as finally determined pursuant to Section 1.04, to the applicable taxing authority). The Purchaser and Seller agree to deduct the Transaction Tax Deductions on the Closing Date to the maximum extent permitted by applicable Law and shall file all Tax Returns consistently therewith. The Purchaser shall notify Seller of any reasonable objections the Purchaser has to any items set forth on a draft Standalone Tax Return delivered by Seller to Purchaser for review and the Purchaser and Seller agree to consult and resolve in good faith any such objection. If the parties cannot resolve any such objections within fifteen (15) days after Seller submits such Tax Return to the Purchaser, the item in question shall be resolved by the Dispute Advisory Firm the fees and expenses of which shall be borne by Seller, on the one hand, and the Purchaser, on the other hand, in that percentage of the fees and expenses of the Dispute Advisory Firm equal to the proportion (expressed as a percentage and determined by the Dispute Advisory Firm) of the dollar value of the disputed amounts determined in favor of the other party by the Dispute Advisory Firm. (ii) The Purchaser shall prepare and file or cause to be prepared and filed all Tax Returns of the Company and its Subsidiaries that are either (A) Tax Returns for Straddle Periods or (B) Tax Returns for taxable periods ending on or before the Closing Date that are not Standalone Tax Returns (the each, a “Pre-Closing ReturnsPurchaser Tax Return”). Subject to the requirements of applicable The Purchaser shall prepare such Purchaser Tax Law, each Pre-Closing Return shall be prepared in a manner Returns consistent with past practices of the Company, but in all cases shall be in conformity with the Code, the United States Treasury Regulations practice unless otherwise required by applicable Law and other primary authority. The Seller Purchaser shall deliver a draft of any Pre-Closing such Purchaser Tax Return (along with associated tax workpapers) that is an income Tax Return to Buyer the Seller at least thirty (30) days prior to the due date on thereof or for any such Purchaser Tax Return that is a non-income Tax Return with respect to which Purchaser will seek indemnification under this Agreement as soon as reasonably practicable (but in no event later than in connection with making such Pre-Closing Return is required to be filed indemnification) (in each case, taking into account extension) any extensions of the due date), and in the case of a return due within 30 days after Purchaser shall allow the Closing Date as soon as practicalSeller to comment on such Purchaser Tax Return. If Buyer disputes any item on any such Pre-Closing Return prepared by the Seller, it shall, within ten (10) days of receiving such Pre-Closing Return, Seller shall notify the Purchaser of any reasonable objections Seller of has to any items set forth in such disputed item (or items) draft Purchaser Tax Return and the basis for its objection. Purchaser and Seller agree to consult and Buyer shall act resolve in good faith to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is required to be filedobjection. If Seller and Buyer the parties cannot resolve any disputed itemsuch objections within fifteen (15) days after the Purchaser submits such Purchaser Tax Return to Seller, the item in question shall be resolved by the Independent Auditor. The Dispute Advisory Firm the fees and expenses of which shall be borne by Seller, on the one hand, and the Purchaser, on the other hand, in that percentage of the fees and expenses of the Independent Auditor attributable Dispute Advisory Firm equal to such dispute shall be borne equally the proportion (expressed as a percentage and determined by the Seller and Dispute Advisory Firm) of the Buyer. If dollar value of the Independent Auditor is unable to resolve disputed amounts determined in favor of the dispute no later than 3 days other party by the Dispute Advisory Firm; provided that, in the event such objections cannot be resolved by the parties prior to the filing due date of such Purchaser Tax Return (taking into account extensions), Purchaser shall be entitled to file such Purchaser Tax Return and Purchaser shall promptly amend such Purchaser Tax Return following resolution by the parties and/or Dispute Advisory Firm to the extent necessary to reflect such resolution. Seller shall pay to the Purchaser an amount equal to the Pre-Closing Return Taxes attributable to the portion of the underlying Straddle Period ending on the end of the Closing Date due with any Purchaser Tax Returns at issue least ten (taking 10) days before the date on which the Purchaser or the Company or any of its Subsidiaries would be required to pay such Taxes to the extent such Taxes were not taken into account applicable extensions)to reduce the purchase price through Indebtedness or Net Working Capital, then each as finally determined pursuant to Section 1.04. Seller shall be responsible for the portion of expenses for preparing any Purchaser Tax Return equal to the product of such expenses and a fraction, the numerator of which is the number of days in the portion of the underlying Straddle Period ending on (and including) the Closing Date and the denominator of which is the total number of days in such Straddle Period. (iii) With respect to Taxes of the Company and its Subsidiaries relating to a Straddle Period, the portion of any Tax that is allocable to the Pre-Closing Return shall Tax Period will be filed determined as prepared by follows: (i) in the Sellercase of real property Taxes, subject to subsequent amendmentpersonal property Taxes and similar ad valorem Taxes, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy amount of such Taxes for such entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Returns to Buyer promptly after Tax Period and the filing denominator of which is the number of calendar days in such entire Straddle Period, and (ii) in the case of all other Taxes, determined as though the taxable year of the Company and its Subsidiaries terminated at the end of the Closing Date. For purposes of computing Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______Taxes (i) the taxable year of the Company and any of its Subsidiaries that is a “controlled foreign corporation” (as defined in the Code) shall be deemed to have closed on the Closing Date for purposes of computing any inclusion under Sections 951 and 951A of the Code and the determination of any related foreign tax credits, and (ii) income Tax liabilities of the Company and its Subsidiaries shall be calculated assuming that neither the Company nor any of its Subsidiaries has made or is making an election described in Section 965(h) of the Code with respect to inclusions under Section 965(a) of the Code.

Tax Returns. For any tax (i) Lear shall prepare and file, or cause to be prepared and filed, all of the Sale Companies’ Income Tax Returns for all taxable years or periods ending on or before the Closing DateDate (to the extent each of the Sale Companies has not already done so). Lear shall pay or cause to be paid any Income Taxes shown as due thereon. Lear shall prepare, Seller shall prepare or cause to be prepared, at Seller’s expensesuch Income Tax Returns using accounting methods and other practices that are consistent with those used by Lear with respect to the Sale Companies in its prior Income Tax Returns, and timely file all except as required by applicable law. Lear shall deliver, or cause to be delivered to the Company, a draft of each of the Income Tax Returns for Company which are required to be filed after each of the Closing Date with respect to such tax periods Sale Companies not less than ninety (the “Pre-Closing Returns”). Subject 90) days prior to the requirements of applicable due date for filing such Income Tax Law, each Pre-Closing Return shall be prepared Returns (including extensions) in a manner consistent with past practices of the Company, but in all cases shall be in conformity with the Code, the United States Treasury Regulations States, and other primary authority. The Seller shall deliver any Pre-Closing Return (along with associated tax workpapers) to Buyer at least not less than thirty (30) days prior to the due date on which for filing such Pre-Closing Return is required Income Tax Returns in foreign jurisdictions, and the Company shall provide Lear with comments on, and proposed changes to, such Income Tax Returns not later than sixty (60) days prior to be filed (taking into account extension) and such due date in the case of a return United States, and not less than twenty (20) days prior to the due within 30 days after date for filing such Income Tax Returns in the Closing Date as soon as practicalforeign jurisdictions. If Buyer disputes any item on any aspect of such Pre-Closing Return prepared by Income Tax Returns remains in dispute within thirty (30) days prior to the Sellerdue date for filing such Income Tax Returns in the United States, it shall, and within ten (10) days of receiving such Pre-Closing Return, notify the Seller of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the due date on which the relevant Pre-Closing for filing such Income Tax Return is required to be filed. If Seller and Buyer cannot resolve any disputed itemin a foreign jurisdiction, the item matter in question dispute shall be resolved by submitted to the Independent AuditorAccounting Firm for resolution. The decision of the Accounting Firm shall be final and binding on the parties, and the Company shall bear 100% of the Accounting Firm’s fees and expenses for such resolution. (ii) The Company shall prepare and file, or cause to be prepared and filed, all of the Independent Auditor attributable Sale Companies’ Income Tax Returns for all taxable years or periods ending after the Closing Date, and the Company shall pay, or cause to such dispute be paid, all Income Taxes shown as due thereon; provided, that with respect to any Straddle Period, the Company shall be borne equally entitled to reimbursement and indemnification as set forth in this Agreement. (iii) The Company shall prepare and timely file, or cause to be prepared and timely filed, all Income Tax Returns of each of the Sale Companies that are due with respect to any Straddle Period. The Company shall pay or cause to be paid all Income Taxes imposed on any of the Sale Companies shown as due and owing on such Income Tax Returns, subject to reimbursement and indemnification by Lear pursuant to this Agreement. The Company shall prepare, or cause to be prepared, such Income Tax Returns using accounting methods and other practices that are consistent with those used by each of the Seller and Sale Companies in its prior Income Tax Returns, except as required by applicable law. The Company shall deliver, or cause to be delivered, a draft of each of the Buyer. If Income Tax Returns for each of the Independent Auditor is unable Sale Companies to resolve the dispute no later Lear not less than 3 ninety (90) days prior to the due date for filing such Income Tax Returns (including extensions) in the United States, and not less than thirty (30) days prior to the due dates for filing such Income Tax Returns in foreign jurisdictions, and Lear shall provide the Company with comments on, and proposed changes to, such Income Tax Returns not later than sixty (60) days prior to such due date in the United States and not less than twenty (20) days prior to the due dates for filing such Income Tax Returns in foreign jurisdictions. If any aspect of such Income Tax Returns remains in dispute within thirty (30) days prior to the due date for filing such Income Tax Returns in the United States, and within ten (10) days prior to the due date for filing such Income Tax Return in a foreign jurisdiction, the matter in dispute shall be submitted to the Accounting Firm for resolution. The decision of the Pre-Closing Return at issue (taking into account applicable extensions), then such Pre-Closing Return Accounting Firm shall be filed as prepared by final and binding on the Sellerparties, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution and the Company shall bear 100% of the disputed items. Seller shall provide a copy of Accounting Firm’s fees and expenses for such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______resolution.

Tax Returns. For any tax periods ending on or before (a) The Sellers shall be responsible for the Closing Date, Seller shall prepare or cause to be prepared, at Seller’s expense, preparation and timely file filing (taking into account any extensions received from the relevant Tax Authorities) of all Tax Returns in respect of the Assets or the Acquired Business, for Company all Pre-Closing Taxable Periods (other than any Tax Returns with respect to Transfer Taxes (“Transfer Tax Returns”) described below in Section 6.7(b) or Tax Returns for any Straddle Period). Such Tax Returns shall be true, correct and complete in all material respects. Except as otherwise provided in this Agreement, all Taxes indicated as due and payable on such Tax Returns shall be paid by (or shall be caused to be paid by) the Sellers as and when required by Law. (b) Each Transfer Tax Return with respect to Transfer Taxes imposed in respect of this Agreement and the transactions contemplated hereunder or in respect of the execution of any other Transaction Document shall be prepared by the Party that has primary responsibility for filing such Transfer Tax Return pursuant to the applicable Tax Laws. The Sellers shall make available to the Purchaser that portion of such Transfer Tax Returns prepared by the Sellers that is applicable to the sale and purchase transaction contemplated by this Agreement, and, to the extent not already disclosed, such information as will enable the Purchaser to review such portion of such Transfer Tax Returns, at least five (5) Business Days before such Tax Returns are due to be filed. The Purchaser shall be entitled to comment on any Transfer Tax Return prepared by a Seller prior to making any payment in respect thereof, such comments to be provided at least three (3) Business Days before such Transfer Tax Returns are due to be filed, and in the event of disagreement between the Parties, and the relevant Transfer Tax Return shall be filed in accordance with the Purchaser’s reasonable comments, it being understood that the Purchaser shall remain responsible for any Transfer Taxes for which are required it is responsible pursuant to Section 6.1(a) whether or not shown on such Tax Return. The Purchaser shall pay to the Sellers any amount of Transfer Taxes payable in respect of Transfer Tax Returns to be filed after by the Closing Date Sellers pursuant to this Section 6.7(b) at least one (1) Business Day before such Transfer Tax becomes due and payable in each case to the extent such Transfer Taxes are the responsibility of the Purchaser pursuant to Section 6.1(a). (c) The Purchaser or a Designated Purchaser shall be responsible for the preparation and timely filing (taking into account any extensions received from the relevant Tax Authorities) of all Tax Returns with respect to the Assets or the Acquired Business for all Straddle Periods. Such Tax Returns shall be true, correct and complete in all material respects. All Taxes indicated as due and payable on such tax periods Tax Returns shall be paid by (or shall be caused to be paid by) the “Pre-Closing Returns”). Subject Purchaser or a Designated Purchaser as and when required by Law; provided, however, that Taxes that are the responsibility of the Sellers pursuant to this Article VI shall be paid by the Sellers to the requirements of Purchaser or Designated Purchaser no later than one (1) Business Day prior to the due date for the applicable Straddle Period Tax Law, each Pre-Closing Return Return. (d) The Sellers shall be entitled to review and comment on any Tax Return (other than a Transfer Tax Return described in Section 6.7(b)) prepared in by the Purchaser or a manner consistent with past practices of the Company, but in all cases shall be in conformity with the Code, the United States Treasury Regulations and other primary authorityDesignated Purchaser for any Straddle Period before any such Tax Return is filed. The Seller Purchaser shall deliver submit a draft of any Pre-Closing such Tax Return (along with associated tax workpapers) to Buyer the Main Sellers at least thirty (30) days prior to before the date on which such Pre-Closing Tax Return is required to be filed (taking into account extension) and in with the case of a return due within 30 days after the Closing Date as soon as practicalrelevant Tax Authority. If Buyer disputes any item on any such Pre-Closing Return prepared by the Seller, it shall, within The Main Sellers shall have ten (10) days after the date of receiving receipt thereof to submit to the Purchaser, in writing, the Main Sellers’ written comments with respect to such Pre-Closing Tax Return, . The Purchaser shall notify the Seller Main Sellers within five (5) days after receipt of such disputed item comments of (or itemsa) the extent, if any, to which the Purchaser accepts such comments and will file such Tax Return in accordance therewith and (b) the extent, if any, to which the Purchaser rejects such comments. To the extent the Purchaser rejects the comments of the Main Sellers, the Purchaser and the basis for its objection. Seller and Buyer Main Sellers promptly shall act negotiate in good faith to resolve any such their disagreements; if no agreement has been reached within three (3) days, the parties immediately shall appoint an Accounting Arbitrator to determine the correct manner for reporting the items that are in dispute prior and shall provide to the Accounting Arbitrator all relevant information. The Accounting Arbitrator shall have ten (10) days to submit its determination, which shall be binding upon the Parties, and the Purchaser shall file such Tax Return in accordance therewith. Notwithstanding the preceding sentence, if the Accounting Arbitrator shall not have submitted its determination on or before the date on which the relevant Pre-Closing such Tax Return is required to be filed. If Seller and Buyer cannot resolve filed with the relevant Tax Authority (giving effect to any disputed itemvalid extensions), the item Purchaser shall file its original draft of such Tax Return and shall, upon receiving the Accounting Arbitrator’s later determination and to the extent permitted under applicable Law, promptly file an amended return in question accordance therewith. The Sellers shall be resolved by pay to the Independent AuditorPurchaser such amount as they in good faith believe that they owe. To the extent the Accounting Arbitrator determines that the amount of Sellers’ liability is greater than the amount actually paid to the Purchaser prior to such due date, the Sellers shall pay to the Purchaser such excess within three (3) Business Days after receiving the Accounting Arbitrator’s determination. To the extent the Accounting Arbitrator determines that the amount of Sellers’ liability is less than the amount actually paid to the Purchaser prior to such due date, the Purchaser shall refund the amount overpaid to the Sellers within three (3) Business Days after receiving the Accounting Arbitrator’s determination. The fees and expenses of the Independent Auditor attributable to such dispute Accounting Arbitrator shall be borne equally paid by the Seller and Party whose position is deemed to be least correct by the Buyer. If Accounting Arbitrator. (e) To the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date extent any Tax Returns of the Pre-Sellers that are listed in Section 4.13(a) of the Sellers Disclosure Schedule are required to be filed by the Sellers have not been filed by the Closing Return at issue (taking into account applicable extensions)Date, then such Pre-Closing Return Tax Returns shall be filed as prepared by soon as reasonably practicable but in no event later than three (3) months after the SellerClosing Date; provided, however, that this Section 6.7(e) shall not be applicable to the extent that no Asset can be made subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution a Tax Lien and neither the Purchaser nor any Designated Purchaser could be held liable for Taxes of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______that Seller.

Tax Returns. Except as otherwise provided in this Section 5.6: (i) Parent shall file or cause to be filed when due all Tax Returns that are required to be filed by or with respect to the Company or the Company Subsidiary for taxable years or periods ending on or before the Closing Date and shall remit (or cause to be remitted), subject to Section 5.6(b), any Taxes due in respect of such Tax Returns. All such Tax Returns shall be prepared in a manner consistent with past practice and shall be true, complete and correct in all material respects and Parent shall pay or cause to be paid all Taxes due in connection with such Tax Returns. For any tax all taxable periods ending on or before the Closing Date, Seller Parent shall prepare cause the Company and the Company Subsidiary to join in Parent's consolidated federal income tax return and shall pay all Taxes due in connection with such Tax Returns. (ii) Purchaser shall file or cause to be prepared, at Seller’s expense, and timely file filed when due all Tax Returns for Company which that are required to be filed by or with respect to the Company or the Company Subsidiary for taxable years or periods ending after the Closing Date with Date, and Purchaser shall remit (or cause to be remitted), subject to Section 5.6(b), any Taxes due in respect to of such tax periods (the “Pre-Closing Tax Returns”). Subject to the requirements of applicable Tax Law, each Pre-Closing Return Straddle Period Returns shall be prepared in a manner consistent with past practices of the Company, but in all cases prior practice. (iii) Purchaser shall be in conformity with the Code, the United States Treasury Regulations permit Parent to review and other primary authority. The Seller shall deliver comment on any Pre-Closing Tax Return (along with associated tax workpapers) relating to Buyer any Straddle Period at least thirty (30) days prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by Parent. (iv) Upon the date written request of Purchaser setting forth in detail the computation of the amount owed, Parent shall pay to Purchaser, no later than two (2) business days prior to the Due Date for the applicable Tax Return, the Taxes for which Parent is liable pursuant to Section 5.6(b) but which are payable with any Tax Return to be filed by Purchaser with respect to any Straddle Period. (v) Purchaser shall cause the Company and the Company Subsidiary to furnish information to Parent as reasonably requested by Parent to allow Parent to satisfy its obligations under this Section 5.6 in accordance with past custom and practice. The Company and the Company Subsidiary and Purchaser shall consult and cooperate with Parent as to any elections to be made on which such Pre-returns of the Company and the Company Subsidiary for periods ending on or before the Closing Date. (vi) Parent may amend any Tax Return is of or with respect to the Company or the Company Subsidiary that are filed or required to be filed (taking into account extension) and in the case of a return due within 30 days after for any taxable years or periods ending on or before the Closing Date as soon as practical. If Buyer disputes any item on any after allowing Purchaser an opportunity to review and comment upon such Pre-Closing Tax Return prepared by the Seller, it shall, within ten (10) days of receiving such Pre-Closing Return, notify the Seller of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the date on which extent it relates to the relevant Pre-Closing Return is required Company or the Company Subsidiary. Parent shall not file or cause to be filed. If Seller and Buyer canfiled any amended return that is inconsistent with past practices without prior written consent of Purchaser (such consent not resolve any disputed itemto be unreasonably withheld, the item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Pre-Closing Return at issue (taking into account applicable extensionsconditioned or delayed), then such Pre-Closing Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______.

Tax Returns. For any tax periods ending on or before the Closing Date, Seller (a) The Company shall prepare or cause to be prepared, at Seller’s expense, prepared and timely file or cause to be timely filed all S corporation income or franchise Tax Returns of the Company for Company all periods ending on or prior to the Closing Date ("Pre-Closing Periods") which are required to be filed due after the Closing Date with respect to Date. The Company shall include any income, gain, loss, deduction or other tax items for such tax periods (the “Pre-Closing Returns”). Subject to the requirements of applicable period on their Tax Law, each Pre-Closing Return shall be prepared Returns in a manner consistent with past practices the foregoing S corporation Tax Returns. All Taxes attributable to the periods covered by the foregoing S corporation Tax Returns shall be the sole responsibility of the CompanySellers. Sellers shall pay or cause to be paid over to Buyer, but prior to the due date for the Tax Returns in respect of which such Taxes are owed, all cases shall be Taxes described in conformity with this Clause (b) that are the Code, responsibility of Sellers. (b) All other Tax Returns of the United States Treasury Regulations and other primary authority. The Seller shall deliver any Company for Pre-Closing Return (along with associated tax workpapers) to Buyer at least thirty (30) days prior to the date on which such Pre-Closing Return is required to be filed (taking into account extension) and in the case of a return Periods that are due within 30 days after the Closing Date as soon as practicaland all Tax Returns in respect of all periods beginning prior to and ending after the Closing Date ("Straddle Periods") shall be prepared by the Company, and if requested in writing by the Sellers, be made available to the Sellers for their review, comment and consent, which consent shall not be unreasonably withheld. If Buyer disputes any item on any such All Taxes that relate to the Tax Returns for Pre-Closing Return prepared by Periods described in this Clause (b) and all Taxes that relate to the Seller, it shall, within ten (10) days of receiving such Pre-Closing Return, notify foregoing Tax Returns for Straddle Periods and that are attributable to the Seller portion of such disputed item Straddle Period ending on the Closing Date (based on an interim closing of the books) shall be the sole responsibility of the Sellers, other than those Taxes that are specifically accrued on the December 31, 2000 balance sheet or itemsotherwise listed in Schedule 3.16 attached hereto. Within five (5) and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed itemBusiness Days following receipt of a written request from Buyer, the item in question Sellers shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Pre-Closing Return at issue (taking into account applicable extensionspromptly pay Buyer for any tax for which they are liable under this Section 7.7(b), then such Pre-Closing Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______.

Tax Returns. For Except as otherwise provided in Section 5.4(a): (i) Seller shall prepare and timely file, or cause to be prepared and timely filed, (x) all consolidated, unitary, combined, or similar Tax Returns that include any tax periods Acquired Company and Seller or any Affiliate of Seller (other than any Acquired Company) (the “Consolidated Tax Returns”) for any Taxable period (or portion thereof, determined in accordance with Section 5.4(c)(ii)) ending on or before the Closing Date, Seller and (y) all other Tax Returns for the Acquired Companies that are due (giving effect to any applicable extensions) after the Closing Date for any Taxable period that ends on or before the Closing Date, and shall timely pay all Taxes required to be paid with respect to such Tax Returns. All such Tax Returns shall be prepared in accordance with the past custom and practice of the Acquired Companies (except to the extent otherwise required by applicable Law). (ii) Purchaser shall prepare and timely file, or cause to be prepared, at Seller’s expense, prepared and timely file filed, all Tax Returns for Company which (other than any Consolidated Tax Returns) that are required to be filed by the Acquired Companies (giving effect to any applicable extensions) after the Closing Date with respect for Taxable periods that begin on or before the Closing Date and end after the Closing Date. Purchaser shall, subject to Section 5.4(c) and the provisions of Article VII, timely pay all Taxes reflected on such tax periods (the “Pre-Closing Tax Returns”). Subject to the requirements of applicable All such Tax Law, each Pre-Closing Return Returns shall be prepared in a manner consistent accordance with the past practices custom and practice of the Company, but in all cases shall be in conformity with Acquired Companies (except to the Codeextent otherwise required by applicable Law). (iii) For each Tax Return to which the provisions of Section 5.4(b)(i) or 5.4(b)(ii) apply, the United States Treasury Regulations and other primary authority. The Seller shall deliver any Pre-Closing party responsible for preparing or causing to be prepared such Tax Return (along with associated tax workpapersthe “Preparing Party”) to Buyer at least thirty (30) days prior to the date on which such Pre-Closing Return is required to be filed (taking into account extension) and in the case of a return due within 30 days after the Closing Date as soon as practical. If Buyer disputes any item on any such Pre-Closing Return prepared by the Seller, it shall, within ten (10) days of receiving such Pre-Closing Return, notify the Seller of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Pre-Closing Return at issue (taking into account applicable extensions), then such Pre-Closing Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Tax Return (in the case of any Consolidated Tax Return, only pro forma Tax Returns of the Acquired Companies included in such Consolidated Tax Return for the period covered by such Consolidated Tax Return and used in preparing such Consolidated Tax Return shall be provided) to Buyer promptly after the other party (the “Reviewing Party”) not later than thirty (30) Business Days prior to the due date (including any extension thereof) for the filing of such Pre-Tax Return. The Reviewing Party shall have the right to review and comment on such Tax Return prior to the filing of such Tax Return, and shall provide the Preparing Party with written notice of any objections it has with respect to such Tax Returns (a “Tax Dispute”) within ten (10) Business Days of the delivery of such Tax Return. In the event that a Tax Dispute notice is not timely delivered by any Reviewing Party, such party shall be deemed to have consented to the filing of the applicable Tax Return in the form provided to such Reviewing Party. In the event of the timely delivery by any Reviewing Party of a Tax Dispute notice, the parties shall in good faith attempt to resolve any such dispute for a period of five (5) Business Days following the date on which the Preparing Party was notified of the Tax Dispute in order to permit the timely filing of such Tax Return. If such dispute is not settled within such time period, the parties shall promptly submit all such remaining disputed matters to the Independent Accountant for resolution in a timely manner so that such Tax Return may be timely filed. If the Independent Accountant is unable to make a determination with respect to any disputed issue within five (5) Business Days before the due date (including extensions) for the filing of the Tax Return in question, then the Preparing Party may file such Tax Return on the due date (including extensions) therefor without such determination having been made and without the consent of the Reviewing Party; provided, however, that such Tax Return shall incorporate such changes as have at the time of such filing been agreed to by the parties pursuant to this Section 5.4(b)(iii). Notwithstanding the filing of such Tax Return, the Independent Accountant shall make a determination with respect to any disputed issue, and the amount of Taxes, if any, with respect to which Seller or Purchaser may be responsible pursuant to this Section 5.4 and Article VII with respect to the filing of such Tax Return shall be calculated consistently with such determination. The decision by the Independent Accountant shall be final and binding on the parties. Notwithstanding anything in this Agreement to the contrary, the fees and expenses relating to the Independent Accountant pursuant to this Section 5.4(b)(iii) shall be borne equally by both parties. (iv) For purposes of clarity and not to impose any additional obligation on any party, nothing in this Section 5.4(b) shall excuse either party from its responsibility for its share, as determined in accordance with this Section 5.4 and Article VII, of any Taxes if the amount of Taxes as ultimately determined (on audit or otherwise) for the periods covered by any Tax Return to which this Section 5.4(b) applies exceeds the amount initially determined under this Section 5.4(b). (v) Purchaser shall not withdraw, repudiate, amend, refile or otherwise modify, or cause or permit to be withdrawn, repudiated, amended, refiled or otherwise modified, any Tax Return filed by an Acquired Company for any taxable year or period (or portion thereof, determined in accordance with Section 5.4(c)(ii)) ending on or before the Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______Date without the written consent of Seller, which consent shall not be unreasonably withheld; it being understood that any withholding of consent by Seller due to an effect of such action on a Consolidated Tax Return shall be deemed reasonable hereunder.

Tax Returns. For (a) (i) Seller Parent and Seller shall be responsible for the timely filing (taking into account any extensions received from the relevant tax periods ending authorities) of all Tax Returns required by Law (A) to be filed by the Company or any of its Subsidiaries on or before prior to the Closing Date, or (B) to include the Company and its Subsidiaries in a consolidated, combined or unitary Tax Return filed by Seller shall prepare Parent, Seller or cause any Affiliate (other than any Tax Indemnitee) with respect to be prepared, at Seller’s expense, and timely file all any taxable period ending prior to or including the Closing Date; (ii) such Tax Returns shall be true, correct and complete in all material respects; and (iii) to the extent any Taxes indicated as due and payable on such Tax Returns constitute Pre-Closing Period Taxes or are the responsibility of the Seller Parent and Seller pursuant to this Agreement, such Taxes shall be paid or will be paid by the Seller Parent and Seller as and when required by Law. Unless a different treatment of any item is required by an intervening change in applicable Law, (x) such Tax Returns shall be prepared on a basis consistent with those prepared for prior taxable periods on the Closing Date and (y) no Tax Returns with respect to pre-Closing period Taxes shall be amended if such amendment could adversely affect the Purchasing Parties or the Company which are required to be filed or any of their respective Subsidiaries in any taxable period ending after the Closing Date with respect to such tax periods Date. (the “Pre-Closing Returns”). Subject to the requirements of applicable Tax Lawb) The Company, each Pre-Closing Return or, where applicable, its Subsidiaries, shall be prepared in a manner consistent with past practices of responsible for the Company, but in all cases shall be in conformity with the Code, the United States Treasury Regulations and other primary authority. The Seller shall deliver any Pre-Closing Return (along with associated tax workpapers) to Buyer at least thirty (30) days prior to the date on which such Pre-Closing Return is required to be filed timely filing (taking into account extensionany extensions received from the relevant tax authorities) and in of Tax Returns which are required by Law to be filed by any the case of a return due within 30 days Company or its Subsidiaries after the Closing Date as soon as practical. If Buyer disputes any item on any such Pre-Closing Return prepared by the Seller, it shall, within ten (10) days of receiving such Pre-Closing Return, notify the Seller of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Pre-Closing Return at issue (taking into account applicable extensions), then such Pre-Closing Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______Date.

Tax Returns. For any tax (i) The Members’ Representative shall timely prepare, or cause to be timely prepared, and timely file, or cause to be timely filed, (x) all Tax Returns that are required to be filed by or with respect to the Company and its Subsidiaries prior to the Closing Date and (y) at the expense of the Members’ Representative, all income Tax Returns of the Company and its Subsidiaries for taxable periods ending on or before the Closing Date, Seller shall prepare or cause to be prepared, at Seller’s expense, and timely file all Tax Returns for Company which are Date required to be filed after the Closing Date with respect to Date. Any such tax periods (the “Pre-Closing Returns”). Subject to the requirements of applicable Tax Law, each Pre-Closing Return Returns shall be prepared in a manner consistent with past practices of the Company’s or such Subsidiary’s past practice, but in all cases except as otherwise required by applicable law, and shall be in conformity submitted by the Members’ Representative to Parent for review (together with schedules, statements and, to the Codeextent requested by Parent, the United States Treasury Regulations supporting documentation) and other primary authority. The Seller approval (which shall deliver any Pre-Closing Return (along with associated tax workpapersnot be unreasonably withheld or delayed) to Buyer at least thirty (30) days 20 Business Days prior to the due date on which (including extensions) of such Pre-Closing Tax Return or, in the case of any such Tax Return that is required to be filed more frequently than annually (taking into account extensionother than income Tax Returns), at least 10 Business Days prior to the due date (including extensions). The Members’ Representative shall (A) and in the case of a return Tax Returns described in clause (x) of this Section 5.8(b)(i), cause the Company to timely pay all amounts shown as due within 30 days after on such Tax Returns and (B) in the Closing Date case of Tax Returns described in clause (y) of this Section 5.8(b)(i), instruct the Escrow Agent to pay all amounts shown as soon as practical. If Buyer disputes any item due on any such Pre-Closing Return prepared by the Seller, it shall, within ten (10) days of receiving such Pre-Closing Return, notify the Seller of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act in good faith Tax Returns to resolve any such dispute Parent three Business Days prior to the date on which that the relevant Tax becomes due, except to the extent that any such amounts were taken into account as liabilities in Net Working Capital. (ii) Parent shall timely prepare, or cause to be timely prepared, all Tax Returns that are required to be filed by or with respect to the Company and its Subsidiaries (other than Tax Returns described in Section 5.8(b)(i)) for any Pre-Closing Tax Period. Any such Tax Returns shall be prepared in a manner consistent with the Company’s or such Subsidiary’s past practice, except as otherwise required by applicable law, and shall be submitted by Parent to the Members’ Representative for review (together with schedules, statements and, to the extent requested by the Members’ Representative, supporting documentation) at least 20 Business Days prior to the due date (including extensions) of such Tax Returns or, in the case of any such Tax Return that is required to be filed. If Seller and Buyer cannot resolve any disputed itemfiled more frequently than annually (other than income Tax Returns), the item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days at least 10 Business Days prior to the filing due date (including extensions). Parent shall consider in good faith any reasonable comments provided by the Members’ Representative. To the extent the Parent Indemnified Parties are entitled to indemnification for such an amount of Tax reflected on such a Tax Return (determined in accordance with Section 5.8(a)(ii) above), the Members’ Representative shall instruct the Escrow Agent to pay the amount due to Parent three Business Days prior to the date that the Tax becomes due. (iii) Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries shall, in any Tax Return described in any of the Preforegoing clauses (i) or (ii), deduct any amount in the nature of a reserve or claim any Tax credit that would require the Company or any of its Subsidiaries to include in a Post-Closing Return at issue Tax Period any amount of income, unless the Tax liability in respect of such income (taking determined as though such income were the only income or loss of the entity for the tax period and without regard for the availability of any loss carryforwards or carrybacks) is taken into account applicable extensions)as a liability in computing Net Working Capital. For the avoidance of doubt, then such Pre-Closing Return shall be filed Parent may cause any of the Canadian Subsidiaries to make an election pursuant to subsection 256(9) of the ITA in respect of the taxation year of the Canadian Subsidiary ending as prepared a result of the acquisition of control of it by the SellerParent (iv) Notwithstanding anything to the contrary in this Agreement, subject Parent Indemnified Persons shall not have any right to subsequent amendmentindemnification under this Agreement with respect to, if anyor based on, necessary Taxes to reflect Independent Auditor’s final resolution the extent such Taxes result from a transaction or action outside the ordinary course of business taken by Parent or any of its Affiliates (including for the disputed items. Seller shall provide a copy avoidance of such Pre-Closing Returns to Buyer promptly doubt, the Company and its Subsidiaries) after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______on the Closing Date that are not contemplated by this Agreement.

Tax Returns. For any tax periods ending on or before the Closing Date, Seller Sellers’ Representative shall prepare or cause to be preparedprepared and file or cause to be filed all income Tax Returns, at Seller’s expenseincluding any amendment of any such income Tax Return, for the Vista Blockers and timely file all Tax Returns for Company Group which are required to be filed after the Closing Date with respect for any taxable period ending on or prior to such tax periods the Closing Date and for any Straddle Period (the each a “Pre-Closing ReturnsSeller Tax Return”). Subject No later than forty-five (45) days prior to filing any such Tax Return, Sellers’ Representative shall submit any such Seller Tax Return (along with, at Purchaser’s reasonable request, any supporting or underlying documentation related thereto) to the requirements Purchaser for its review, comment and approval (such approval not to be unreasonably withheld, conditioned or delayed). Sellers’ Representative shall consider in good faith any revisions as are reasonably requested by the Purchaser. Except as provided in Section 9.6 or in the first sentence of this Section 9.8(b), Purchaser shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Vista Blockers and Company Group which are filed after the Closing Date for any taxable period ending on or prior to the Closing Date and for any Straddle Period in accordance with past practice (other than as required by applicable Tax Lawlaw) (each, a “Purchaser Tax Return”). No later than forty-five (45) days prior to filing any such Tax Return, Purchaser shall submit any such Purchaser Tax Return (along with, at Sellers’ Representative’s reasonable request, any supporting or underlying documentation related thereto) to the Sellers’ Representative for its review, comment and, to the extent related to Taxes for which Sellers or their Affiliates are liable pursuant to this Agreement or the Contribution Agreement or otherwise, approval (such approval not to be unreasonably withheld, conditioned or delayed). Purchaser shall consider in good faith any revisions as are reasonably requested by the Sellers’ Representative. Notwithstanding anything to the contrary herein, each Pre-Closing Return of the parties hereto agrees to report any taxable gain pursuant to Section 311 of the Code attributable to the distribution from the Vista Blockers based on the 2017 valuation of the equity interests in Outdoors LLC and/or the Outdoors Business performed by Duff & ▇▇▇▇▇▇ Corporation (or another financial advisor, as determined by the Company), and each of the parties hereto shall be prepared file all Tax Returns (including amended Tax Returns and claims for Tax refunds) and information reports in a manner consistent with past practices therewith, other than as required by determination by an applicable Taxing Authority within the meaning of Section 1313(a) of the Company, but in all cases shall be in conformity with the Code, the United States Treasury Regulations and other primary authority. The Seller shall deliver any Pre-Closing Return (along with associated tax workpapers) to Buyer at least thirty (30) days prior to the date on which such Pre-Closing Return is required to be filed (taking into account extension) and in the case of a return due within 30 days after the Closing Date as soon as practical. If Buyer disputes any item on any such Pre-Closing Return prepared by the Seller, it shall, within ten (10) days of receiving such Pre-Closing Return, notify the Seller of such disputed item Code (or items) and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Independent Auditor. The fees and expenses corresponding provision of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Pre-Closing Return at issue (taking into account applicable extensionsstate or local law), then such Pre-Closing Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______.

Tax Returns. For any tax periods (a) Sellers shall prepare or cause to be prepared and file or cause to be filed, within the time (including extensions) and manner provided by law, all Tax Returns of the Company, MMP, and the FCC Licensee Entities that are required to be filed on or before the Closing Date. In addition, Sellers shall prepare or cause to be prepared and file or cause to be filed prior to the Closing Date all Tax Returns for Taxable Periods of the Company, MMP, and the FCC Licensee Entities for Taxable Periods ending on or before December 31, 1997, even if such Tax Returns are not yet due. Each of the Company, MMP and the FCC Licensee Entities shall pay or cause to be paid all Taxes shown as due on its Tax Returns. Purchaser shall have an opportunity to review and consent to the filing of all such Tax Returns, which consent shall not be unreasonably withheld or delayed. (b) Purchaser shall prepare or cause to be prepared and file or cause to be filed, within the time and manner provided by law, all Tax Returns of the Company, MMP, and the FCC Licensee Entities (i) for Taxable Periods ending on or before the Closing Date that are due after the Closing Date, Seller except as otherwise provided in Section 8.2(a), and (ii) for Taxable Periods beginning before and ending after the Closing Date ("Straddle Periods"). Purchaser shall prepare pay or cause to be preparedpaid all Taxes shown as due on such Tax Returns; provided that this sentence shall not in any way limit or affect Purchaser's rights to indemnification under other provisions of this Agreement. Purchaser shall provide Sellers a reasonable opportunity to review and consent to the filing of such Tax Returns, at Seller’s expensewhich consent shall not be unreasonably withheld or delayed. Purchaser shall not file amended Tax Returns with respect to Taxable Periods ending on or before the Closing Date or Straddle Periods without Sellers' consent; provided, and timely however, that Purchaser may file all amended Tax Returns for Company which such Taxable Periods without Sellers' consent if (i) such amended Tax Returns are required filed to be correct errors or omissions in previously filed after the Closing Date with respect Tax Returns that either constitute or are related to such tax periods a breach of any representation or warranty set forth in Sections 5.2m or 5.3r (the “Pre-Closing Returns”). Subject determined without regard to the requirements limitation on the survival of applicable such representations and warranties set forth in Section 7.1), or (ii) the filing of such amended Tax Law, each Pre-Closing Return would not increase the Taxes of Sellers or Taxes for which Sellers have indemnification responsibility hereunder by more than $25,000. (c) All Tax Returns prepared and filed pursuant to this Section 8.2 shall be prepared and filed in accordance with applicable law and in a manner consistent with past practices of the Company, but in all cases shall be in conformity with the Code, the United States Treasury Regulations and other primary authority. The Seller shall deliver any Pre-Closing Return MMP (along with associated tax workpapers) to Buyer at least thirty (30) days prior to the date on which such Pre-Closing Return is required to be filed (taking into account extension) and in the case of a return due within 30 days after the Closing Date as soon as practical. If Buyer disputes any item on any such Pre-Closing Return prepared by the Seller, it shall, within ten (10) days of receiving such Pre-Closing Return, notify the Seller of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Pre-Closing Return at issue (taking into account extent consistent with applicable extensionslaw), then such Pre-Closing Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______.

Tax Returns. For (a) Seller shall prepare and file or cause to be prepared and filed when due all Pass-Through Tax Returns that are required to be filed by or with respect to the Company or any tax of its Subsidiaries. Seller shall request that MSP make a valid election under Section 754 of the Code (and any similar election under state or local law) to be made on any Pass-Through Tax Return for the taxable year of MSP that ends on or includes the Closing Date. (b) Seller shall prepare and file or cause to be prepared and filed when due all Tax Returns (other than any Pass-Through Tax Return described in Section 5.04(a)) that are required to be filed by or with respect to the Company or any of its Subsidiaries for taxable years or taxable periods ending on or before the Closing Date, Seller and shall prepare or cause to be prepared, at Seller’s expense, and timely file remit all Taxes shown as due on such Tax Returns for Company which are required to be filed after the Closing Date with respect to such tax periods (the “Pre-Closing Returns”taking into account all extensions properly obtained). Subject to the requirements of applicable All such Tax Returns shall, unless otherwise required by Law, each Pre-Closing Return shall be prepared and filed in a manner consistent with past practices of practice. To the Companyextent that such Tax Returns are filed after the Closing Date, but in all cases shall be in conformity with the Code, the United States Treasury Regulations and other primary authority. The Seller shall deliver any Pre-Closing provide Purchaser or cause Purchaser to be provided with a copy of each such Tax Return (along with associated tax workpapers) to Buyer at least thirty twenty (3020) days prior to the due date on (taking into account all extensions properly obtained) for filing such Tax Return (or in any event, as soon as practicable), and shall permit Purchaser to review and approve such Tax Return prior to filing (which such Preapproval shall not be unreasonably withheld or delayed). (c) Purchaser shall prepare and file or cause to be prepared and filed when due all Tax Returns (other than any Pass-Closing Through Tax Return is described in Section 5.04(a)) that are required to be filed by or with respect to the Company or any of its Subsidiaries after the Closing Date for Straddle Periods, and shall timely remit all Taxes shown as due on such Tax Returns (taking into account extension) and in all extensions properly obtained). To the case of a return due within 30 days after the Closing Date as soon as practical. If Buyer disputes any item on any extent that such Tax Returns relate to Pre-Closing Return prepared by the SellerTax Periods, it such Tax Returns shall, within ten unless otherwise required by Law, be prepared and filed in a manner consistent with past practice. Purchaser shall provide Seller with a copy of each such Tax Return at least twenty (1020) days of receiving such Pre-Closing Return, notify the Seller of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing due date of the Pre-Closing Return at issue (taking into account applicable extensionsany proper extension thereof) for filing such Tax Return (or in any event, as soon as practicable), then and shall permit Seller to review and approve such Pre-Closing Tax Return prior to filing (which approval shall not be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed itemsunreasonably withheld or delayed). The Seller shall provide a copy remit to Purchaser the amount of Taxes for which the Seller is responsible pursuant to Section 5.01 not later than five (5) days prior to the due date for the payment of Taxes with respect to such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______Tax Return (taking into account all extensions properly obtained).

Tax Returns. For any tax Except as otherwise provided in Section 12.1 above, 12.2.1 Sellers shall prepare and file or cause to be prepared and filed when due all Tax Returns that are required to be filed by or with respect to the Company for taxable years or periods ending on or before the Merger Closing Date, Seller and Sellers shall prepare remit or cause to be preparedremitted any Taxes due in respect of such Tax Returns. To the extent allowed by law, at Seller’s expense, all such Tax Returns shall be prepared in a manner consistent with past practice. 12.2.2 Open Energy shall prepare and timely file or cause to be prepared and filed when due all Tax Returns for Company which that are required to be filed after the Closing Date by or with respect to the Company or Buyer for taxable years or periods ending after the Merger Closing Date, and Open Energy shall remit or cause to be remitted any Taxes due in respect of such tax periods Tax Returns. To the extent any Tax shown as due on any such Tax Return is payable by Sellers (the “Pre-Closing Returns”taking into account indemnification obligations hereunder). Subject to the requirements of applicable , (A) such Tax Law, each Pre-Closing Return shall be prepared in a manner consistent with past practices the prior practice of the Company, but in all cases Company unless otherwise required by law; (B) such Tax Return shall be in conformity with provided to the Code, the United States Treasury Regulations and other primary authority. The Seller shall deliver any Pre-Closing Return (along with associated tax workpapers) to Buyer Stockholders’ Representative at least thirty (30) days prior to the due date on which for filing such Pre-Closing Return is return (or, if required to be filed within forty-five (taking into account extension45) and in the case of a return due within 30 days after the earlier of the Merger Closing Date Date, as soon as practicalpossible following the Merger Closing Date and sufficiently in advance of filing that the Sellers shall have a reasonable opportunity to review and comment on such Tax Return); and (C) the Sellers shall have the right to approve (which approval shall not be unreasonably withheld or delayed) such Tax Return. If Buyer disputes any item on any For this purpose, Sellers’ withholding of approval of a Tax Return based upon Open Energy’s failure to adopt in such Pre-Closing Tax Return prepared an alternative reporting position suggested by the Seller, it shall, within ten (10) days of receiving Sellers shall be deemed reasonable if the reporting position proposed by the Sellers on such Pre-Closing Return, notify the Seller of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the date on which the relevant Pre-Closing Tax Return is required “more likely than not” to be filedprevail as defined in Treas. If Seller and Buyer cannot resolve any disputed item, the item in question Reg. Section 1.6662-4(d)(2) (it being understood that such standard shall be resolved by applied whether or not the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor underlying Tax Return is unable to resolve the dispute no later than 3 days prior to the filing date of the Pre-Closing Return at issue (taking into account applicable extensionsan income Tax Return), then such Pre-Closing Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______.

Tax Returns. For any tax periods ending on or before After the Closing Date, Seller shall prepare or cause subject to the provisions of the Transition Services Agreement and excluding any Tax Returns and Asset Taxes required to be preparedfiled and/or paid by a Third Party operator, at Seller’s expensePurchaser shall (a) be responsible for paying any Asset Taxes relating to any (i) Tax period that ends before the Closing Date or (ii) Straddle Period, in each case, that become due and timely payable after the Closing Date and shall file with the appropriate Governmental Authority any and all Tax Returns for Company which are required to be filed after the Closing Date with respect to such tax periods Asset Taxes, (the “Pre-Closing Returns”). Subject b) submit each such Tax Return to the requirements of applicable Tax Law, each Pre-Closing Return shall be prepared Seller for its review and comment reasonably in a manner consistent with past practices advance of the Companydue date therefor, but in all cases shall be in conformity and (c) timely file any such Tax Return, (i) incorporating any reasonable comments received from Seller with the Code, the United States Treasury Regulations and other primary authority. The Seller shall deliver any Pre-Closing respect to each such Tax Return (along with associated tax workpapers) attributable to Buyer at least thirty (30) days a taxable period that ends prior to the date on which such Pre-Closing Return is required to be filed Effective Time and (taking into account extensionii) and in the case of a return due within 30 days after the Closing Date as soon as practical. If Buyer disputes any item on any such Pre-Closing Return prepared by the Seller, it shall, within ten (10) days of receiving such Pre-Closing Return, notify the Seller of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act considering in good faith any comments received from Seller with respect to resolve any each such dispute prior Tax Return attributable to a Straddle Period; provided that, in each case, such comments are received from Seller reasonably in advance of the due date therefor. The Parties agree that (x) this Section 10.6 is intended to solely address the timing and manner in which certain Tax Returns relating to Asset Taxes are filed and the Asset Taxes shown thereon are paid to the date on which the relevant Pre-Closing Return is required to be filed. If Seller applicable taxing authority, and Buyer cannot resolve any disputed item, the item (y) nothing in question this Section 10.6 shall be resolved interpreted as altering the manner in which Asset Taxes are allocated to and economically borne by the Independent Auditor. The fees and expenses Parties (except for any penalties, interest or additions to Tax imposed as a result of the Independent Auditor attributable to such dispute any breach by Purchaser of its obligations under this Section 10.6, which shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Pre-Closing Return at issue (taking into account applicable extensionsPurchaser), then such Pre-Closing Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______.

Tax Returns. For any tax periods ending (a) The Company Entities shall prepare and timely file, or cause to be prepared and timely filed, at the Company Entities’ expense, all Tax Returns required to be filed by the Company Entities that are due on or before the Closing Date, Seller shall prepare or cause to be prepared, at Seller’s expenseDate (taking into account any extensions), and shall timely file pay all Taxes that are shown as due and payable on such Tax Returns for Company which are required to be filed after the Closing Date with respect to Returns. Any such tax periods (the “Pre-Closing Returns”). Subject to the requirements of applicable Tax Law, each Pre-Closing Return shall be prepared in a manner consistent with past practices practice of the Company, but in all cases shall be in conformity with the Code, the United States Treasury Regulations and other primary authorityCompany Entities (unless otherwise required by Law). The Seller Company Entities shall deliver submit to Parent any Pre-Closing income Tax Return (along together with associated tax workpapersschedules, statements and, to the extent requested by Parent, supporting documentation) to Buyer at least thirty (30) 30 days prior to the due date (including extensions) of such Tax Return for Parent’s review and comment, and the Company Entities shall consider in good faith such changes as are reasonably requested by Parent. (b) For U.S. federal and applicable state and local income tax purposes, as a result of the Merger, the taxable year of the Company shall end on the Closing Date and the Company shall become a member of the consolidated group of which such Pre-Parent is the common parent beginning on the date following the Closing Return is Date. Parent shall, at its expense, prepare and timely file, or cause to be prepared and timely filed, all Tax Returns required to be filed (taking into account extension) and in by the case of a return Company Entities that are due within 30 days after the Closing Date as soon as practical. If Buyer disputes any item on any such with respect to a Pre-Closing Tax Periods. Any such Tax Return shall be prepared in a manner consistent with past practice of the Company Entities (unless otherwise required by Law, except Parent shall file all such income Tax Returns in a manner consistent with the SellerCompany Entities’ position with respect to the inapplicability of 280E to such Company Entities as provided on the Company’s amended federal income Tax Returns for taxable years 2020 through 2023; provided that Parent shall not be obligated to file such income Tax Returns in such manner if, after the date of this Agreement, there is a subsequent change in applicable Tax law or regulation or the interpretation thereof by official IRS guidance, or a judicial decision published by a United States federal court, including the United States Tax Court (for the avoidance of doubt, disregarding any dicta or footnotes in any such decision), in each case, that materially and adversely affects the basis for such position), and, if it shallis an income or other material Tax Return, within ten shall be submitted by Parent to Stockholder Representative (10together with schedules, statements and, to the extent requested by Stockholder Representative, supporting documentation) at least 30 days prior to the due date (including extensions) of receiving such Tax Return for Stockholder Representative’s review and comment. Parent shall consider Stockholder Representative’s comments in good faith. The parties agree to treat any Transaction Tax Deductions as deductible in the Pre-Closing Return, notify Tax Period ending on the Seller of such disputed item (Closing Date to the extent supported by a “more likely than not” or items) and the basis for its objectionhigher reporting basis. Seller and Buyer The parties shall act cooperate in good faith to resolve any dispute regarding all such dispute prior Tax Returns, and to the date on which extent Parent and Stockholder Representative are unable to resolve all disputes with respect to any such Tax Return, such items remaining in dispute shall be submitted to the relevant Independent Accountant for resolution in accordance with the provisions of Section 2.17(c)(iii)-(v). The preparation and filing of any Tax Return of the Company that does not relate in whole or in part to a Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question Tax Period shall be resolved exclusively within the control of Parent. Within ten (10) Business Days after payment by the Independent Auditor. The fees and expenses Parent of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior Taxes due with respect to the filing date of the any such Tax Return that relates to Pre-Closing Tax Periods, Stockholder Representative shall cause to be paid or released to Parent the amount of Taxes shown as due on such Tax Return at issue (taking into account applicable extensions), then such that are attributable to a Pre-Closing Return shall be filed as prepared by Tax Period (to the Seller, subject extent such Taxes due are not Excluded Taxes) in a manner consistent with the payment of any indemnifiable amounts owed to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______Parent under Section 6.03.

Tax Returns. For any tax periods ending on or before the Closing Date(a) Buyer, Seller at its sole cost and expense, shall prepare or cause to be prepared, at Seller’s expense, and timely file prepared all Tax Returns of the Company for all Pre-Closing Periods (the “Pre-Closing Tax Returns”), and all Tax Returns of the Company which for all Straddle Periods, in each case, to the extent such Tax Returns are required to be filed after the Closing Date with respect to such tax periods (the “Pre-Closing Returns”)Date. Subject to the requirements of applicable Such Tax Law, each Pre-Closing Return Returns shall be prepared in on a manner basis consistent with past practices practice of the Company, but in all cases shall be in conformity with Company except to the Code, the United States Treasury Regulations and other primary authorityextent otherwise required by Law. The Seller shall deliver any Pre-Closing Return (along with associated tax workpapers) to Buyer at least thirty (30) Not later than 30 days prior to the due date on which such Pre-Closing Return is required to be filed (taking into account extension) and in the case of a return due within 30 days after the Closing Date as soon as practical. If Buyer disputes any item on for filing any such Pre-Closing Return prepared by the Seller, it shall, within ten (10) days of receiving such Pre-Closing Tax Return, notify the Seller Buyer shall deliver a copy of such disputed item (or items) Tax Return, together with all supporting documentation and the basis workpapers, to Seller for its objectionreview and reasonable comment. Buyer and Seller and Buyer shall act attempt in good faith to resolve any disagreement regarding such Tax Returns prior to filing. In the event Buyer and Seller are unable to resolve any dispute within 10 days prior to the due date on which the relevant Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed itemfor filing such Tax Return, the item in question such dispute shall be resolved by the Independent AuditorAccounting Firm, which resolution shall be binding on the Parties. The fees and expenses of the Independent Auditor attributable to such dispute Accounting Firm shall be borne equally by the Seller between Buyer and the BuyerSeller. If the Independent Auditor any dispute with respect to such Tax Return is unable to resolve the dispute no later than 3 days not resolved prior to the filing due date of the Pre-Closing Return at issue (taking into account applicable extensions)such Tax Return, then such Pre-Closing Tax Return shall be filed as prepared in the manner that Buyer deems correct without prejudice to Seller’s rights hereunder; provided, that, for the avoidance of doubt, if such Tax Return is filed prior to the dispute being resolved by the SellerAccounting Firm and the Accounting Firm subsequently concludes that the Tax Return, subject to subsequent amendmentas filed, if anyis incorrect, necessary to reflect Independent Auditor’s final resolution such Tax Return shall be amended consistent with the conclusion of the disputed itemsAccounting Firm. Nothing in this Section 8.1(a) shall control as to any determination of the allocation of the manner by which the parties allocate the purchase price governed by Section 2.6. For avoidance of doubt, Seller shall provide retain all obligations to file its income Tax returns (including to the extent such Tax Returns reflect income, gain, loss or deduction relating to the operations of the Company, or deemed disposition of the Company’s assets pursuant to the Transactions). (b) To the extent that Buyer and Seller enter into a copy Transition Services Agreement in connection with the Transactions that governs the preparation of such Tax Returns for Pre-Closing Returns to Buyer promptly after Tax Periods or Straddle Periods that is inconsistent with this Section 8.1, the filing terms of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______the Transition Services Agreement shall govern for the term thereof.

Tax Returns. For (a) Subject to Section 10.1(c), Terex, CMH Acquisition and CMH International (individually, a "Parent Company" and together the "Parent Companies") shall be responsible for the preparation and timely filing of any tax periods ending return, report, information return or other document (including any related or supporting information) filed or required to be filed with any taxing authority in connection with the determination, assessment, collection, administration or imposition of any Taxes (as hereinafter defined) (collectively, "Tax Returns") of the Companies and the Subsidiaries relating to any taxable year or period that ends on or before the Closing Date, Seller shall prepare or cause to be prepared, at Seller’s expense, and timely file all Date (a "Pre-Closing Period"). Tax Returns for Company which relating to a Pre-Closing Period are required hereinafter referred to as "Pre-Closing Tax Returns." Pre-Closing Tax Returns shall be filed on or before their respective due dates (including extensions). Such Tax Returns shall be prepared on a basis consistent with Tax Returns prepared for prior taxable periods, except as otherwise required by law or regulation. If any such Tax Returns cannot be completed and filed by a Parent Company until after the Closing Date with respect Date, Buyer shall cause the relevant officer(s) of the Companies and Subsidiaries to sign and file such tax periods Tax Returns after they have been completed by such Parent Company (and before the “Predue date of such Tax Returns), and each Parent Company agrees that such post-Closing Returns”execution shall not detract from or otherwise affect such Parent Company's liability for any Taxes shown on such Tax Returns to the extent provided in Section 10.2(a). Subject to the requirements of applicable Tax Law"Taxes" shall mean all taxes, each Pre-Closing Return shall be prepared in a manner consistent with past practices of the Companycharges, but in all cases shall be in conformity with the Codefees, levies or other assessments, including, without limitation, income, excise, employment, property, sales, franchise, use and gross receipts taxes and withholding taxes imposed by the United States Treasury Regulations or any state, county, local or foreign government or subdivision or agency thereof, and other primary authority. The Seller shall deliver also include any Pre-Closing Return (along with associated interest, penalties or additions to tax workpapers) to Buyer at least thirty (30) days prior to the date on which such Pre-Closing Return is required to be filed (taking into account extension) and in the case of a return due within 30 days after the Closing Date as soon as practical. If Buyer disputes any item on any such Pre-Closing Return prepared by the Seller, it shall, within ten (10) days of receiving such Pre-Closing Return, notify the Seller of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Pre-Closing Return at issue (taking into account applicable extensions), then such Pre-Closing Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______assessments.

Tax Returns. For any tax periods ending on or before the Closing Date, Seller (i) Each Acquired Company and each Blocker shall prepare and file or cause to be preparedprepared and filed, at Sellerin a manner consistent with past practice (except as required by applicable Legal Requirements), any Tax Returns that are required to be filed prior to the Effective Time and shall pay all Taxes due with respect to such Tax Returns within the time and in the manner required by applicable Legal Requirements. The applicable Acquired Company or Blocker shall provide Parent with a copy of any income or other material Tax Return described in this Section 5.13(a) as soon as reasonably practicable (which, in the case of income Tax Returns, shall be not less than 20 days) prior to the applicable due date of such Tax Return (taking into account any applicable extensions) for Parent’s expensereview and comment. Within 10 days following Parent’s receipt of any such Tax Return, Parent shall notify Securityholders’ Agent in writing with any comments to such Tax Return. The applicable Acquired Company or Blocker shall revise such Tax Returns to reflect any reasonable comments made by Parent prior to the filing of such Tax Returns. (ii) Parent shall timely prepare and timely file file, or shall cause to be prepared and filed all Tax Returns for Company which are of the Blockers and the Acquired Companies required to be filed after the Closing Date with respect Effective Time that relate to such tax periods (the “any Pre-Closing Returns”Tax Period (or portion thereof). Subject to the requirements of applicable , including Tax LawReturns for any Straddle Periods, each Pre-Closing Return shall be prepared in a manner consistent with past practices of the Company, but in all cases shall be in conformity with the Code, the United States Treasury Regulations and other primary authoritypractice (except as required by applicable Legal Requirements). The Seller Parent shall deliver a draft of any Pre-Closing Return (along with associated tax workpapers) income or other material Tax Returns to Buyer at least thirty (30) the Securityholders’ Agent for its review and comment not less than 20 days prior to the date on which such Pre-Closing Return is required Tax Returns are due to be filed (taking into account extensionany applicable extensions). Within 10 days following the Securityholders’ Agent’s receipt of any such Tax Return, the Securityholders’ Agent shall notify Parent in writing with any comments to such Tax Return. To the extent such comments relate to any Pre-Closing Tax Period or the pre-Closing portion of any Straddle Period, Parent shall revise such Tax Returns to reflect any reasonable comments made by the Securityholders’ Agent prior to the filing of such Tax Returns. Tax Returns (including amended Tax Returns) and in of the case of a return due within 30 days Acquired Companies or Blockers filed by Parent after the Closing Date as soon as practical. If Buyer disputes shall not be determinative of the amount of Taxes for which Parent is entitled to be indemnified, held harmless, compensated or reimbursed pursuant to Section 10. (iii) The Transaction Deductions shall be reported in the Pre-Closing Tax Periods (including the pre-Closing portion of any item on any Straddle Period) of the Acquired Companies and the Blockers to the extent the Transaction Deductions are “more likely than not” to be deductible in such Pre-Closing Return prepared by the Seller, it shall, within ten (10) days of receiving such Pre-Closing Return, notify the Seller of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Independent AuditorTax Periods. The fees and expenses of the Independent Auditor attributable parties hereto agree not to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor take any position in connection with any Tax Return or Tax Claim that is unable to resolve the dispute no later than 3 days prior to the filing date of the Pre-Closing Return at issue (taking into account applicable extensionsinconsistent with this Section 5.13(a), then such Pre-Closing Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______.

Tax Returns. For any tax periods ending on or before the Closing Date, Seller (i) The Company shall prepare and timely file, or shall cause to be prepared, at Seller’s expense, prepared and timely file filed, all Tax Returns for Company which are required to be filed after the Closing Date with in respect to such tax periods (the “Pre-Closing Returns”). Subject to the requirements of applicable Tax Law, each Pre-Closing Return shall be prepared in a manner consistent with past practices of the Company, but in all cases shall be in conformity with the Code, the United States Treasury Regulations and other primary authority. The Seller shall deliver Company or any Pre-Closing Return (along with associated tax workpapers) to Buyer at least thirty (30) days prior to the date on which such Pre-Closing Return is of its Subsidiaries that are required to be filed (taking into account Table of Contents any extension) on or before the Closing Date, and shall pay, or cause to be paid, all Taxes of the Company and its Subsidiaries due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Company and its Subsidiaries, as applicable, with respect to such items, except as required by applicable Legal Requirements. At least fifteen (15) days prior to filing any such Tax Return, in the case of income Tax Returns, and in such period of time prior to filing as the Company shall reasonably determine to be practicable in the case of other Tax Returns, the Company shall submit a return copy of such Tax Return to Parent for Parent’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. (ii) Parent shall prepare and timely file or cause to be prepared and timely filed (taking into account all extensions properly obtained), at the Indemnifying Parties’ expense, all Tax Returns of the Company or any of its Subsidiaries, other than a Subsidiary that constitutes the Restructuring Sub or any of the Remainderco Subsidiaries, relating to any Pre-Closing Tax Period first due within 30 days after the Closing Date as soon as practical(such Tax Returns, “Parent Prepared Returns”). If Buyer disputes any item on any such Pre-Closing Return prepared by the Seller, it shall, within ten At least fifteen (1015) days of receiving such Pre-Closing Return, notify the Seller of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing due date of the Pre-Closing Return at issue (taking into account applicable extensions)any extension) for any Parent Prepared Return that is an income Tax Return and in such period of time prior to filing as Parent shall reasonably determine to be practicable in the case of any other material Tax Return, then such in each case that shows a material amount of Pre-Closing Return shall be filed as prepared by the SellerTaxes, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller Parent shall provide the Stockholder Representative with a draft copy of such Pre-Closing Returns Parent Prepared Return for review and comment; provided, that no delay or failure on the part of Parent in delivering any such Parent Prepared Return shall cause any Indemnified Party to Buyer promptly after forfeit any indemnification rights under Article VII except to the filing of extent that the Indemnifying Parties are materially prejudiced by such Pre-Closing Returnsdelay or failure. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______Parent shall, in good faith, consider any reasonable changes to any such Parent Prepared Return timely made in writing by the Stockholder Representative.

Tax Returns. For (a) Any Tax Return or estimate of taxes due by the Company for any tax periods ending on or before the Closing Date, Seller shall prepare or cause to be prepared, at Seller’s expense, and timely file all Tax Returns for Company which are required to be filed after the Closing Date with respect to such tax periods (the “Prepre-Closing Returns”). Subject tax period shall be submitted by Buyer to Seller (together with schedules, statements and, to the requirements of applicable Tax Lawextent requested by the Seller, each Pre-Closing Return shall be prepared in a manner consistent with past practices of the Company, but in all cases shall be in conformity with the Code, the United States Treasury Regulations and other primary authority. The Seller shall deliver any Pre-Closing Return (along with associated tax workpaperssupporting documentation) to Buyer at least thirty (30) 30 days prior to the due date on which (including extensions) of such Pre-Closing Tax Return is required or any tax return to be filed (taking into account extension) and in the case of a return due within 30 days after the Closing Date as soon as practicalby Buyer. If Buyer disputes Seller objects to any item on any such Pre-Closing Tax Return prepared by the Selleror estimate of taxes due, it Seller shall, within ten days after delivery of such Tax Return or estimate, notify Buyer in writing of such objection, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, the Buyer and the Sellers shall negotiate in good faith and use their reasonable commercial efforts to resolve such items. If Buyer and Sellers are unable to reach such agreement within ten (10) days of receiving such Pre-Closing Return, notify after receipt by the Seller Buyer of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed itemnotice, the item in question disputed items shall be resolved by an independent accounting firm appointed by Buyer with at least five (5) years’ experience with cannabis business accounting, (the “Independent Accountant”), which Independent Accountant shall have no prior business relationship with the Buyer or Sellers, and any determination by the Independent AuditorAccountant shall be final. The fees and expenses Independent Accountant shall resolve any disputed items within twenty (20) days of having the Independent Auditor attributable item referred to it pursuant to such dispute shall be borne equally by the Seller and the Buyerprocedures as it may require. If the Independent Auditor Accountant is unable to resolve any disputed items before the dispute no later than 3 days prior to due date for such Tax Return, the filing date of the Pre-Closing Return at issue (taking into account applicable extensions), then such Pre-Closing Tax Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary Buyer and then amended to reflect the Independent AuditorAccountant’s final resolution resolution. The costs, fees and expenses of the disputed itemsIndependent Accountant shall be borne equally by Buyer and the Seller. Seller shall provide a copy The preparation and filing of such Preany Tax Return that does not relate to any pre-Closing Returns periods shall be exclusively within the control of Buyer. (b) For purposes of determining the Taxes attributable to Buyer promptly after an Overlap Period, Taxes of Company shall be allocated to the filing portion of the Overlap Period ending on the Closing Date on a per diem basis, and all Taxes shall be allocated as if such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______Overlap Period ended on the Closing.

Tax Returns. For any tax (a) With respect to the Assets and Liabilities and Banking Office transferred at the Closing, (a) Seller shall file or cause to be filed when due all Tax Returns with respect to such Assets or income therefrom, such Liabilities or payments in respect thereof, or the operation of the Banking Office for taxable years or periods ending on or before the Closing Date, Seller shall prepare or cause to be prepared, at Seller’s expense, and timely file all Date (including Tax Returns for Company which are required to be filed after the Closing Date Date) and shall pay any Taxes due in respect of such Tax Returns, and (b ) Purchaser shall file or cause to be filed when due all Tax Returns with respect to such tax Assets or income therefrom, such Liabilities or payments in respect thereof, or the operation of the Banking Office for taxable years or periods ending after the Closing Date and shall remit any Taxes due in respect of such Tax Returns. If Seller (or Purchaser) shall be liable hereunder for any portion of the “Pre-Closing Returns”Tax shown due on any Tax Return prepared by the other party, the party preparing the Tax Return shall deliver a copy to the party so liable for its review and approval not less than 30 days prior to the date on which such Tax Return is due to be filed (taking into account any applicable extensions). Subject Seller (or Purchaser) shall pay in immediately available funds the Taxes for which it is liable but which are payable with Tax Returns to be filed by the other party pursuant to the requirements previous sentence on the due date for the payment of applicable such Taxes. (b) Purchaser and Seller each shall prepare and timely file timely IRS Forms 8594 (and all other reports as may be required under Section 1060 of the Code), the required schedules thereto, and all requisite state and local Tax LawReturns required to be filed by either or both of them with respect to the purchase and sale of the Assets under this Agreement. Purchaser shall request from Seller, each Pre-Closing Return or Seller shall request from Purchaser, any information necessary to complete the Tax Returns, which information shall be provided no later than 10 days following such request. All such Tax Returns shall be prepared in a manner consistent with past practices the allocation of consideration specified in Schedule F hereto; PROVIDED, HOWEVER, that Seller and Purchaser may each make appropriate adjustments for transaction and other costs and as required by any applicable law or regulation in determining the amount realized upon the disposition of the CompanyAssets or the amount paid for the Assets, but respectively. Neither Seller nor Purchaser shall take a position in all cases shall be in conformity any tax proceedings, tax audit or otherwise inconsistent with the Code, the United States Treasury Regulations and other primary authority. The Seller shall deliver any Pre-Closing Return (along with associated tax workpapers) to Buyer at least thirty (30) days prior to the date on which such Pre-Closing Return is required to be filed (taking into account extension) and in the case of a return due within 30 days after the Closing Date as soon as practical. If Buyer disputes any item on any such Pre-Closing Return prepared by the Seller, it shall, within ten (10) days of receiving such Pre-Closing Return, notify the Seller of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Pre-Closing Return at issue (taking into account applicable extensions), then such Pre-Closing Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______allocation.

Tax Returns. For any tax periods ending on or before the Closing Date, Seller shall prepare or cause (a) With respect to be prepared, at Seller’s expense, and timely file all Tax Returns for Company which that are required to be filed after the Closing Date by or with respect to such tax periods (the “Company for the Pre-Closing Returns”Tax Period, Parent shall file or cause to be filed such Tax Returns when due (taking into account any applicable extensions). Subject to the requirements of applicable Such Tax Law, each Pre-Closing Return Returns shall be prepared in a manner consistent with past practices of the Companypractice, but in all cases shall be in conformity with the Code, the United States Treasury Regulations and other primary authorityexcept as otherwise required by applicable Law. The Seller Parent shall deliver any Pre-Closing such Tax Return (along with associated tax workpapers) to Buyer the Stockholder Representative for its review at least thirty (30) days prior to the date on which such Pre-Closing Tax Return is required to be filed (taking into account extension) and in the case of a return due within 30 days after the Closing Date as soon as practicalfiled. If Buyer the Stockholder Representative disputes any item on any such Pre-Closing Tax Return prepared by the Sellerrelating to Taxes, then it shall, within ten (10) days of receiving such Pre-Closing Return, shall notify the Seller Parent of such disputed item (or items) and the basis for its objection. Seller Parent and Buyer the Stockholder Representative shall act in good faith to resolve any such dispute prior to the date on which the relevant Pre-Closing Tax Return is required to be filed. If Seller ; provided, however, that Parent and Buyer cannot the Stockholder Representative shall undertake in good faith to resolve any disputed itemissues raised in any objection prior to the due date (including any extension thereof) for filing such Tax Returns and mutually to consent to the filing of such Tax Returns and to agree on the determination of income allocable to the Pre-Closing Tax Period, in which case the item information and total amount of Taxes shown to be due on such agreed Tax Returns and such agreed allocation shall be final and binding on the parties hereto absent manifest error. In the event Parent and the Stockholder Representative are unable to resolve any dispute concerning such Tax Returns and the allocation by the earlier of (1) seven (7) calendar days after the date of Parent's receipt of written notice from the Stockholder Representative setting forth Stockholder Representative's proposed resolution of such dispute, or (2) seven (7) calendar days prior to the due date for filing of such Tax Returns in question (including any extension thereof), Parent and the Stockholder Representative shall be resolved by submit all such disputes to the Independent Auditor. The fees an independent accountant for resolution and expenses the costs of the Independent Auditor attributable to such dispute independent accountant shall be borne equally by the Seller Parent and the BuyerStockholder Representative. If In any case where a disputed item has not been resolved (either by mutual agreement of the Independent Auditor is unable to resolve parties hereto or by a determination of the dispute no later than 3 days independent accountant) prior to the due date (including any extension thereof) for filing such Tax Returns, then Parent may resolve such item as it shall determine in its sole discretion and cause such Tax Returns to be filed on the due date (including any extension thereof) for filing such Tax Returns without the parties’ mutual agreement or consent of the Stockholder Representative. Notwithstanding the filing of such Tax Returns, (i) the independent accountant shall make a determination with respect to any such disputed item, and (ii) the amount of Taxes determined to be due with respect to such Tax Returns and determined to be properly allocated to the Pre-Closing Return at issue (taking into account applicable extensions)Tax Period, then shall be the amount of Taxes that would have been due on such Tax Returns and the amount of Taxes that would be properly allocated to the Pre-Closing Return Tax Period, respectively, after giving effect to the independent accountant's determination. (b) The parties hereto shall treat the taxable year of the Company as ending on the Closing Date where required or allowable by applicable Law and, except as provided under the “next day rule” of Treasury Regulation Section 1.1502-76, shall allocate income to the period ending on the Closing Date based on a closing of the books as of the Closing Date. The parties hereto further agree that no ratable allocation election under Treasury Regulation Section 1.1502-76(b)(2)(ii) or any other similar Law shall be filed made with respect to the Transactions on any Tax Return described in Section 8.1(a). In accordance with Treasury Regulation Section 1.1502-76 and any analogous Law, any Tax related to any extraordinary transaction that occurs on the Closing Date after the Closing shall be allocated to the taxable period beginning after the Closing Date; provided, that, in preparing any Tax Return described in Section 8.1(a), to the extent permitted by applicable Tax Law, the parties shall treat, and cause their respective Affiliates to treat, any and all U.S. federal and state income tax deductions attributable to the Acquisition Expenses as prepared by allocable to the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution portion of the disputed itemsClosing Date that is before the Closing and not as accruing on the day after the Closing pursuant to the “next day” rule of Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) or any analogous Law. Seller shall provide The amount of other non-income Taxes of the Company for a copy of such Straddle Period which relate to a Pre-Closing Returns Tax Period shall be deemed to Buyer promptly after be the filing amount of such Pre-Tax for the entire taxable year or period multiplied by a fraction, the numerator of which is the number of days in the taxable year or period ending on the Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______Date and the denominator of which is the number of days in the Straddle Period.

Tax Returns. For (a) Seller shall timely prepare or cause to be prepared and file or cause to be filed and pay the Tax in respect of (i) all consolidated, combined, unitary, affiliated or similar Tax Returns that include the Company or any tax periods ending of its Subsidiaries, on the one hand, and Seller or before any Affiliate of Seller, on the other hand, and (ii) all Tax Returns of the Company and its Subsidiaries with respect to Pre-Closing Date, Seller Tax Periods. (b) Buyer shall prepare or cause to be prepared, at Seller’s expense, prepared and timely file or cause to be filed all Tax Returns of the Company and its Subsidiaries that are not described in Section 8.1(a) for Company which are required to be filed after the Closing Date with respect to such tax periods (the “Preall Post-Closing Returns”). Subject Periods; provided, however, that, in the event that the filing of any such Tax Return could result in liability hereunder or otherwise for Seller or any Affiliate of Seller, then Buyer shall furnish a draft of any such Tax Return to the requirements of applicable Tax Law, each Pre-Closing Return shall be prepared in a manner consistent with past practices of the Company, but in all cases shall be in conformity with the Code, the United States Treasury Regulations Seller for Seller’s review and other primary authority. The Seller shall deliver any Pre-Closing Return (along with associated tax workpapers) to Buyer comment at least thirty (30) days Business Days prior to the due date on which such Pre-Closing Return is required to be filed (taking into account extensionincluding any extensions) and in for the case of a return due within 30 days after the Closing Date as soon as practical. If Buyer disputes any item on any such Pre-Closing Return prepared by the Seller, it shall, within ten (10) days of receiving such Pre-Closing Return, notify the Seller filing of such disputed item (or items) and the basis for its objectionTax Return. Seller and Buyer shall act will consider in good faith any reasonable comments provided by Seller and the Parties will work to resolve any disputes regarding any such Tax Return. If any dispute prior with respect to any such Tax Return cannot be resolved within fifteen (15) days (or such longer period as the Parties may mutually agree in writing) after receipt of such comments, then the Parties shall submit the dispute to the date on Accounting Firm for resolution, which resolution shall be final and binding upon the relevant Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Independent AuditorBuyer. The fees and expenses of the Independent Auditor attributable accounting firm incurred pursuant to such dispute this Section 8.1(b) shall be borne equally and paid fifty percent (50%) by Buyer, on the one hand, and fifty percent (50%) by Seller, on the other hand. Buyer, the Company, its Subsidiaries (if applicable) and the Seller will file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with such determination. (c) Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and its Subsidiaries for each Straddle Tax Period. Buyer shall furnish a draft of each such Tax Return to Seller for Seller’s review and comment at least thirty (30) Business Days prior to the due date (including any extensions) for the filing of such Tax Return. Buyer will consider in good faith any reasonable comments provided by Seller and the Parties will work to resolve any disputes regarding any such Tax Return. If any dispute with respect to any such Tax Return cannot be resolved within fifteen (15) days (or such longer period as the Parties may mutually agree in writing) after receipt of such comments, then the Parties shall submit the dispute to Accounting Firm for resolution, which resolution shall be final and binding upon the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date The fees and expenses of the accounting firm incurred pursuant to this Section 8.1(c) shall be borne and paid fifty percent (50%) by Buyer, on the one hand, and fifty percent (50%) by Seller, on the other hand. Buyer, the Company, its Subsidiaries (if applicable) and the Seller will file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with such determination. (d) Buyer will not, and will not cause or permit the Company or its Subsidiaries to, amend, file or refile any Tax Return described in Section 8.1(a) or make or revoke any Tax election for any Pre-Closing Tax Period or Straddle Tax Period or which could result in liability hereunder or otherwise for Seller or any Affiliate of Seller without the written consent of Seller, and Seller shall have the right to withhold its consent in its sole discretion unless required to do so by law. (e) Any Tax Return at issue (taking into account applicable extensionsdescribed in Section 8.1(a)(ii), then such (b) or (c) will be prepared in a manner reasonably consistent with past practice, and will not reflect a change of any material election or accounting method, unless (i) an inconsistency with past practice or a change of a material election or accounting method would not have a material detrimental effect on Seller, Buyer, or their respective Affiliates or (ii) otherwise required due to a change in applicable Law. (f) (f) Buyer will pay to Seller any amount payable on a Tax Return described in Section 8.1(a) attributable to a Post-Closing Tax Period, and Seller will pay to Buyer any amount payable on a Tax Return described in Section 8.1(c) attributable to a Pre-Closing Tax Period, before the later of (i) ten (10) Business Days before such Taxes (including any estimated Taxes) are due and (ii) ten (10) days after demand for such payment, which demand will be accompanied by a draft of the applicable Tax Return shall be filed as prepared by the Seller(together with any accompanying schedules, subject to subsequent amendmentstatements and, if anyreasonably requested, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______supporting documentation).

Tax Returns. For any tax periods ending on or before (a) The Sellers shall be responsible for the Closing Date, Seller shall prepare or cause to be prepared, at Seller’s expense, preparation and timely file filing (taking into account any extensions received from the relevant Tax Authorities) of all Tax Returns in respect of the Assets or the Business (excluding the EMEA Business), for Company which all Pre- Closing Taxable Periods (other than any Tax Returns with respect to Transfer Taxes (“Transfer Tax Returns”) described below in Section 6.7(b)). Such Tax Returns shall be true, correct and complete in all material respects. Except as otherwise provided in this Agreement, all Taxes indicated as due and payable on such Tax Returns shall be paid by (or shall be caused to be paid by) Sellers as and when required by Law. (b) Each Transfer Tax Return with respect to Transfer Taxes imposed in respect of this Agreement and the transactions contemplated herein or in respect of the execution of any Ancillary Agreement shall be prepared by the Party that customarily has primary responsibility for filing such Transfer Tax Return pursuant to the applicable Tax Laws. Any Transfer Tax Returns prepared by the Sellers pursuant to this Section 6.7(b) shall be made available to the Purchaser at least five (5) Business Days before such Tax Returns are required due to be filed. The Purchaser shall pay to the Sellers any amount of Transfer Taxes payable in respect of Transfer Tax Returns to be filed after by the Closing Date Sellers pursuant to this Section 6.7(b) at least one (1) Business Day before such Transfer Tax becomes due and payable. (c) The Purchaser shall be responsible for the preparation and timely filing (taking into account any extensions received from the relevant Tax Authorities) of all Tax Returns with respect to the Assets or the Business for all Straddle Periods. Such Tax Returns shall be true, correct and complete in all material respects. All Taxes indicated as due and payable on such tax periods Tax Returns shall be paid by (or shall be caused to be paid by) the “Pre-Closing Returns”Purchaser as and when required by Law. (d) The Sellers shall be entitled to review and comment on any Tax Return (other than a Transfer Tax Return described in Section 6.7(b)) prepared by the Purchaser for any Straddle Period before any such Tax Return is filed. Subject The Purchaser shall submit a draft of any such Tax Return to the requirements of applicable Tax Law, each Pre-Closing Return shall be prepared in a manner consistent with past practices of the Company, but in all cases shall be in conformity with the Code, the United States Treasury Regulations and other primary authority. The Seller shall deliver any Pre-Closing Return (along with associated tax workpapers) to Buyer Sellers at least thirty (30) days prior to before the date on which such Pre-Closing Tax Return is required to be filed (taking into account extension) and in with the case of a return due within 30 days after the Closing Date as soon as practicalrelevant Tax Authority. If Buyer disputes any item on any such Pre-Closing Return prepared by the Seller, it shall, within The Sellers shall have ten (10) days after the date of receiving receipt thereof to submit to the Purchaser, in writing, the Sellers’ written comments with respect to such Pre-Closing Tax Return. The Purchaser shall file such Tax Return in accordance with the Sellers’ reasonable comments. (e) Notwithstanding any contrary provision in this ARTICLE VI, notify each Seller shall pay to the Purchaser the amount of its liability for Taxes shown to be due on any Tax Return for a Straddle Period at least three (3) Business Days prior to the due date thereof, giving effect to valid extensions; provided, however, that (i) if such Seller and the Purchaser are unable to agree as to the amount of such disputed item (or items) and liability prior to such due date, such Seller shall pay to the basis for its objection. Seller and Buyer shall act Purchaser such amount as it in good faith to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Pre-Closing Return at issue (taking into account applicable extensions), then such Pre-Closing Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______believes that it owes.

Tax Returns. For Each of the parties to this Agreement agrees to cooperate with each other party in the preparation of any tax periods ending on or before Tax Returns to the Closing Date, Seller extent of any reasonable request. The Company and CEA shall prepare or cause to be prepared, at Seller’s expenseprepared and file or cause to be filed their Tax Returns that are required to be filed prior to the Closing Date, and timely each such Tax Return shall be reflective of and consistent with past practices of the Company and CEA except as otherwise required by applicable Law. Parent shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company which and CEA other than those Tax Returns that are required to be filed prior to the Closing Date. For any income Tax Return of the Company or CEA required to be filed after the Closing Date with respect that includes a taxable period that begins before the Closing Date and ends on the Closing Date, or in the case of any income Tax Return required to such tax periods be filed that involves a Straddle Period as defined in 4.11(c) and involves a potential Tax liability of more than $10,000 (the each a “Pre-Closing ReturnsCEA 2010 Income Tax Return”). Subject (i) Parent shall deliver to Securityholders’ Representative for review and comment a copy of the proposed Tax Return no later than 30 days prior to the requirements filing date of applicable such Tax LawReturn (including extensions thereof), each Pre-Closing (ii) Parent shall prepare the proposed Tax Return shall be prepared in a manner consistent not materially inconsistent with the past practices practice of the CompanyCompany in preparing any similar Tax Return except as otherwise required by applicable Law, but and Parent shall not take any position or adopt any method in all cases respect of any such Tax Return that is materially inconsistent with the positions taken, elections made or methods used in preparing or filing such similar Tax Return in prior periods except as otherwise required by Law; and in each case, such Tax Return shall be in conformity with the Code, the United States Treasury Regulations and any other primary authority. The Seller applicable Law, and (iii) Parent shall deliver accept the reasonable written comments of the Securityholders’ Representative in respect of any Pre-Closing such Tax Return, provided that if the Securityholders Representative does not provide written comments to any such Tax Return (along with associated tax workpapers) to Buyer at least thirty (30) within 15 days prior of the delivery of such Tax Return to the date on which such Pre-Closing Return is required to be filed (taking into account extension) and in the case of a return due within 30 days after the Closing Date as soon as practical. If Buyer disputes any item on any such Pre-Closing Return prepared by the Seller, Securityholders’ Representative it shall, within ten (10) days of receiving such Pre-Closing Return, notify the Seller of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable deemed to have no comments on such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Pre-Closing Return at issue (taking into account applicable extensions), then such Pre-Closing Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______Tax Return.

Tax Returns. For any tax periods ending on (i) The Seller has prepared, or before the Closing Datehas caused to be prepared, Seller and timely filed, or shall prepare prepare, or cause to be prepared, at Seller’s expense, and timely file file, all Tax Returns for Company which are of the Acquired Companies required to be filed after under Law on or prior to the Closing Date with respect to such tax periods (the “Pre-Closing Returns”)Date. Subject to the requirements of applicable The Tax Law, each Pre-Closing Return shall Returns described in this Section 7.7(a)(i) were or will be prepared in on a manner basis consistent with past practices of the Company, but in all cases shall be in conformity with the Code, the United States Treasury Regulations and other primary authoritythose prepared for prior taxable periods unless otherwise required by Law. The Seller shall deliver any Pre-Closing provide Acquiror with a copy of each such Tax Return (along with associated tax workpapers) to Buyer at least for its review and comment no less than thirty (30) days prior to the due date (taking into account valid extensions thereto) for such Tax Return, the Seller shall incorporate Acquiror’s reasonable written comments on such income Tax Returns, and the Seller shall timely file or cause to be filed the foregoing. In the event that the Parties are unable to resolve any dispute with respect to any Tax Return the preparation of which is governed by this Section 7.7(a)(i), such Pre-Closing Return is dispute shall be resolved by a Designated Accounting Firm in accordance with Section 7.7(a)(iii). (ii) Acquiror will prepare, or cause to be prepared, all Tax Returns of the Acquired Companies required to be filed under Law following the Closing Date. All such Tax Returns that are attributable or include a portion of a Pre-Closing Tax Period shall be prepared on a basis consistent with those prepared for prior taxable periods unless otherwise required by Law. Acquiror shall provide Seller with a copy of each such income Tax Return for its review and comment no less than thirty (30) days prior to the due date (taking into account extensionvalid extensions thereto) for such income Tax Return, Acquiror shall incorporate Acquiror’s reasonable written comments on such Tax Returns, and Acquiror shall timely file or cause to be timely filed the foregoing. In the event that the Parties are unable to resolve any dispute with respect to any Tax Return the preparation of which is governed by this Section 7.7(a)(ii), such dispute shall be resolved by a Designated Accounting Firm in accordance with Section 7.7(a)(iii). To the case of a return due within 30 days after extent that any Tax consequences attributable to the Closing Date as soon as practical. If Buyer disputes any item Reorganization are required to be reported on any such United States federal, and applicable state and local, income tax returns for a Pre-Closing Tax Period, such tax returns shall (x) report the Reorganization as a redemption qualifying under Section 302(a) of the Code, and (y) include any elections under Section 338(h)(10) of the Code solely with respect to the redemption of shares of TUH for shares of the Excluded Companies that are corporations for United States federal income tax purposes, except, in either case, if (a) (y) Acquiror determines in good faith, after consultation with its tax advisers, that there is not at least “a more likely than not” comfort level with respect to such reporting position or elections and (x) Acquiror notifies Seller in writing of such determination not less than ten (10) Business Days prior to Closing; and (b) after Acquiror notifies Seller of such determination, ▇▇▇▇▇▇ does not deliver a written opinion from a nationally recognized law firm or accounting firm, upon which TUH can rely, that there is at least a “more likely than not” comfort level with respect such reporting position or elections. (iii) Either Party shall have the right to refer such dispute to the dispute resolution group of an independent internationally recognized accounting firm that is mutually agreed upon by ▇▇▇▇▇▇▇▇ and the Seller or, if Acquiror and the Seller are unable to agree on such accounting firm at least twenty-five (25) days prior to the due date for the relevant Tax Return, either Party may request the President of the American Arbitration Association to appoint a senior partner in an internationally recognized accounting firm to resolve the dispute, which firm shall be engaged by ▇▇▇▇▇▇▇▇ and the Seller (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”). In connection with the resolution of any such dispute by the Designated Accounting Firm: (A) each of the Seller and Acquiror shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide its views as to any disputed issues with respect to the relevant Tax Return; provided that none of Seller, Acquiror, or any of their respective Affiliates or Representatives shall have any ex parte communications or meetings with the Designated Accounting Firm regarding the subject matter hereof without the other Party’s prior written consent; (B) each of the Seller and Acquiror shall promptly provide, or cause to be provided, to the Designated Accounting Firm all information as is reasonably necessary to permit the Designated Accounting Firm to resolve such disputes; (C) the Designated Accounting Firm, acting as an expert and not an arbitrator, shall determine only those particular disputed items referred to in the corresponding dispute notice (the “Dispute Notice”) and not agreed by the Parties during the period prior to the filing of the relevant Tax Return, and upon reaching a determination shall deliver a copy of its determination (the “Expert Determination”) to the Seller and Acquiror; and (D) the determination made by the Designated Accounting Firm of any items that are in dispute shall, absent manifest error or fraud, be conclusive, binding upon the Parties, non-appealable, and not be subject to further review, and shall be considered a final arbitration award that is enforceable pursuant to the terms of the Federal Arbitration Act. In calculating the Expert Determination, the Designated Accounting Firm shall (1) be limited to addressing only those particular disputed items referred to in the Dispute Notice and not agreed by the Parties during the period prior to the filing of the relevant Tax Return prepared and (2) calculate an amount, with respect to each disputed item, no greater than the higher amount calculated by Acquiror or the Seller, it shallas the case may be, within and no lower than the lower amount calculated by Acquiror or the Seller, as the case may be, with respect to such disputed item. The Designated Accounting Firm shall resolve all disputes at least ten (10) days of receiving such Pre-Closing Return, notify the Seller of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the due date on which for the relevant Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Independent AuditorTax Return. The fees and expenses of the Independent Auditor attributable to such dispute Designated Accounting Firm shall be borne equally allocated between Acquiror, on the one hand, and the Seller, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party. (iv) All Taxes due on or before the Closing Date (whether or not shown on such Tax Returns) shall be paid or will be paid by the Seller or applicable Acquired Company when due. (v) Any Tax refunds or Tax credits actually received in cash by an Acquired Company after the Closing but attributable to a Pre-Closing Tax Period (as determined pursuant to the principles of clause (vi), below) shall be for the benefit of the Seller, and Acquiror, any of the Buyer. If Acquired Companies or any of their respective Affiliates, as applicable, shall promptly pay to the Independent Auditor Seller in cash the amount of any such Tax refund or the dollar value of any such Tax credit within five (5) Business Days following receipt thereof; provided, however, that Seller is unable not entitled to resolve the dispute no later than 3 days payment hereunder in respect of (a) refunds or credits of Taxes that were not paid prior to the filing date Closing, (b) refunds or credits attributable to the carryback of any Tax attribute generated in a taxable period (or portion thereof) beginning after the Closing Date, (c) refunds or credits subject to a pending audit or other Tax proceeding, or (d) refunds or credits the value of which is required to be paid to a third party pursuant to a Contract entered into prior to the Closing by Seller or any of its Affiliates (including the Acquired Companies). Any and all payments pursuant to this clause (v) shall be made net of all costs and expenses (including Taxes) incurred by Acquiror or any of its Affiliates (including the Acquired Companies). (vi) In the case of Taxes that are payable with respect to a Straddle Period, the portion of any such Taxes that are attributable to a Pre-Closing Tax Period for purposes of this Agreement shall be: in the case of Taxes (i) based upon, or related to, income, receipts, profits, wages, capital or net worth, (ii) imposed in connection with the sale, transfer or assignment of property, or (iii) required to be withheld, deemed equal to the amount which would be payable if the taxable year ended on (and included) the Closing Date; and, in the case of other Taxes, deemed to be the amount of such Taxes for the entire period multiplied by a fraction the numerator of which is the number of days in the period ending on (and including) the Closing Date and the denominator of which is the number of days in the entire period. The remainder of the Taxes for the Straddle Period shall be allocated to the period or portion thereof commencing on or after the Closing Date. (vii) Without the prior written consent of the Seller, which consent shall not be unreasonably withheld, conditioned, or delayed, Acquiror shall not, and shall cause the Acquired Companies not to, amend, re-file, or otherwise modify any Tax Return at issue (taking into account applicable extensions)for, then such or take any position or action attributable to, any Pre-Closing Return shall Tax Period that would reasonably be filed as prepared by expected to increase the Tax liability of the Seller or its Affiliates or that would otherwise adversely affect the Seller, subject ’s liability for Taxes related to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such any Pre-Closing Returns Tax Period or indemnification obligations with respect to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______Taxes pursuant to this Agreement.

Tax Returns. For any tax periods ending on or before the Closing Date(i) Parent, Seller at its expense, shall prepare and timely file, or cause to be prepared, at Seller’s expense, prepared and timely file filed, all Tax Returns for of the Company which and each Subsidiary that are first required to be filed after the Closing Date with respect Date, and shall timely remit, or cause to be timely remitted, to the appropriate Governmental Entity all Taxes reflected on such tax periods (Tax Returns, subject to Parent’s right to indemnification pursuant to Section 9.2(a). To the “extent such Tax Returns relate to any Pre-Closing Returns”). Subject to the requirements of applicable Tax LawPeriod, each Pre-Closing Return such Tax Returns shall be prepared in a manner accordance with applicable Law and consistent with the past practices of the Company, but Company and its Subsidiaries in all cases shall be in conformity material respects, except to the extent necessary to comply with the Code, the United States Treasury Regulations and other primary authorityapplicable Law. The Seller Parent shall deliver or cause to be delivered drafts of all income or other material Tax Returns that show any Pre-Closing Return (along with associated tax workpapers) Taxes that would reasonably be expected to Buyer give rise to a $100,000 or greater liability of the Indemnifying Parties under Section 9.2 to the Stockholder Representative for its review and comment at least thirty (30) days prior to the due date on which of any such Tax Return. Parent shall consider in good faith all of the Stockholder Representative’s reasonable comments to such Tax Returns. (ii) Parent, the Surviving Company and its Subsidiaries will not (and will not permit their respective Affiliates to) (i) except for Tax Returns prepared and filed in accordance with Section 7.5(b)(i), file or amend any Tax Returns of the Company or its Subsidiaries with respect to any Pre-Closing Return is required Tax Period, (ii) with respect to be Tax Returns prepared and filed (taking into account extension) and in the case of a return due within 30 days accordance with Section 7.5(b)(i), after the Closing Date as soon as practical. If Buyer disputes any item on date such Tax Returns are filed pursuant to Section 7.5(b)(i), amend any such Tax Return, (iii) make or change any Tax election or change any method of accounting that has retroactive effect to any Tax Return of the Company or its Subsidiaries for a Pre-Closing Return prepared by Tax Period, or (iv) agree to extend or waive the Seller, it shall, within ten (10) days statute of receiving such limitations with respect Taxes of the Company or its Subsidiaries for a Pre-Closing ReturnTax Period, notify other than as requested by a Tax authority in connection with an ongoing audit, in each such case except (A) with the Seller prior written consent of the Stockholder Representative (which will not be unreasonably withheld, delayed, or conditioned), (B) if such disputed item (or items) and action would not reasonably be expected to form the basis for its objection. Seller and Buyer a claim of indemnification pursuant to this Agreement or (C) solely with respect to the actions described in clauses (i) or (ii), if required by applicable Law (provided, however, Parent shall act consult in good faith with the Stockholder Representative as to resolve the requirements of applicable Law prior to taking any such dispute prior action). Parent, the Surviving Company and its Subsidiaries will not (and will not permit their respective Affiliates to) enter into any voluntary disclosure (or otherwise initiate discussions or examinations with a Governmental Entity) with respect to any Taxes or Tax Returns of the date on which the relevant Company or its Subsidiaries for a Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed item, Tax Period without first consulting the item Stockholder Representative in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Pre-Closing Return at issue (taking into account applicable extensions), then such Pre-Closing Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______good faith.

Tax Returns. For 10.3.1 Seller shall prepare and timely file (taking into account any tax periods valid extensions), or cause to be prepared and timely filed (taking into account any valid extensions) all Pass-Through Tax 10.3.2 With respect to any Tax Return of any Acquired Company covering any Tax period ending on or before the Closing Date or Straddle Period, in each case, the due date (taking into account any valid extensions) of which is after the Closing Date, other than the Seller Tax Returns (each, a “Buyer Prepared Tax Return”), Buyer shall prepare prepare, or cause to be prepared, at Seller’s expense, and timely file all Tax Returns for Company which are required (taking into account any valid extensions), or cause to be timely filed after the Closing Date with respect to (taking into account any valid extensions), any Buyer Prepared Tax Return. Each such tax periods (the “Pre-Closing Returns”). Subject to the requirements of applicable Buyer Prepared Tax Law, each Pre-Closing Return shall be prepared in on a manner basis consistent with past practices practice of the applicable Acquired Company, but except as otherwise required by Applicable Law. At least thirty (30) days prior to the due date (taking into account valid extensions) for filing any Buyer Prepared Tax Return (or, in all cases shall be in conformity with the Codecase of any non-Income Tax Return, such shorter time period as is reasonable and necessary under the United States Treasury Regulations and other primary authority. The Seller circumstances), Buyer shall deliver a copy of such Buyer Prepared Tax Return, together with all supporting documentation and workpapers, to Seller for Seller’s review and reasonable comment, and Buyer shall incorporate any Pre-Closing reasonable comments that are provided by Seller to Buyer in writing at least seven (7) days prior to the due date (taking into account valid extensions) for filing such Buyer Prepared Tax Return (along with associated tax workpapers) to or, if Buyer did not deliver such Tax Return at least thirty (30) days prior to the due date on which for the filing of such Pre-Closing Return Tax Return, such additional period of time as is reasonable and necessary under the circumstances). 10.3.3 Except as otherwise required by Applicable Law or in connection with a Seller Tax Contest or Buyer Tax Contest governed by Section 0, without the prior written consent of Seller (not to be unreasonably withheld, conditioned, or delayed), neither Buyer, any Acquired Company, nor any Affiliate of Buyer or any Acquired Company shall, with respect to any Tax Return of the Acquired Companies for any Tax period beginning prior to the Closing Date, any Seller Tax Return or any Buyer Prepared Tax Return: (a) amend (or cause to be amended) any such Tax Return; (b) extend or waive, or cause or permit to be extended or waived, any statute of limitations applicable to such Tax Return; (c) file any ruling or request with any taxing authority that relates to any such Tax Return; (d) engage in any voluntary disclosure or similar process or initiate communications with any Governmental Authority with respect to any such Tax Return, including in jurisdictions in which the applicable Acquired Company has not filed a Tax Returns; (taking into account extensione) and settle or compromise any Tax liability with a Governmental Authority or surrender any right to claim a refund of Taxes with a Governmental Authority; (f) effect or engage in any transaction or other action occurring on the Closing Date after the Closing outside the ordinary course of business, unless such transaction or action was expressly contemplated by this Agreement or taken at the written request or with the written consent of Seller; or (g) other than on or pursuant to a Tax Return that is filed with the applicable Governmental Authority in accordance with the procedures set forth in Section 0 or 0, as applicable, make, revoke or change (or cause to be made, revoked or changed) any Tax election or accounting method that has any effect with respect to any such Tax Return, in the case of a return due within 30 days after the Closing Date as soon as practical. If Buyer disputes any item on any such Pre-Closing Return prepared by the Seller, it shall, within ten each of (10a) days of receiving such Pre-Closing Return, notify the Seller of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Pre-Closing Return at issue (taking into account applicable extensions), then such Pre-Closing Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______through

Tax Returns. For any tax periods ending on or before the Closing Date, Seller ITTI shall prepare and file (or cause to be prepared, at Seller’s expense, prepared and timely file filed) all Tax Returns for Company which are required of the Electrical Companies with respect to any Pre-Closing Period and shall timely pay, or cause to be filed paid, all Taxes shown to be due on such Tax Returns. Purchaser shall be responsible for the preparation and filing of all Tax Returns of the Electrical Companies with respect to any taxable year which begins on or after the Closing Date and shall timely pay all Taxes shown to be due on such Tax Returns. Purchaser shall prepare and file (or cause to be prepared and filed) all Tax Returns of the Electrical Companies with respect to such tax periods (the “Pre-Closing Returns”). Subject to the requirements of applicable Tax Lawany Straddle Period, each Pre-Closing Return which returns shall be prepared in a manner reasonably consistent with past practices of the Companyprior practice, but in and shall timely pay, or cause to be paid, all cases shall Taxes shown to be in conformity with the Codedue on such Tax Returns. Purchaser shall, the United States Treasury Regulations and other primary authority. The Seller shall deliver any Pre-Closing Return (along with associated tax workpapers) to Buyer at least thirty (30) no later than 30 days prior to the due date on which such Pre-Closing Return is required to be filed (taking into account extension) and in for the case of a return due within 30 days after the Closing Date as soon as practical. If Buyer disputes any item on any such Pre-Closing Return prepared by the Seller, it shall, within ten (10) days of receiving such Pre-Closing Return, notify the Seller filing of such disputed item Straddle Period Tax Returns (or items) including extensions for filing), provide ITTI with copies of such Tax Returns for ITTI's review, consent and the basis for its objectionapproval. Seller and Buyer shall act in good faith to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no No later than 3 days prior to the filing date of the Pre-Closing Return at issue (taking into account applicable extensions), then such Pre-Closing Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly five Business Days after the filing of each such Pre-Closing Straddle Period Tax Return, ITTI shall pay to Purchaser, in accordance with Section 9.4, any amounts owed by ITTI pursuant 101 to Section 9.4 with respect to Taxes covered by such Straddle Period Tax Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______Neither ITTI nor any of its Subsidiaries or Affiliates shall be responsible for any Taxes of the Electrical Companies other than as provided in this Agreement.

Tax Returns. For any tax periods ending on or before (a) The Sellers shall have the Closing Dateexclusive authority and obligation to prepare and timely file, Seller shall prepare or cause to be prepared, at Seller’s expense, prepared and timely file filed, all Tax Returns for of the Company which that are required to be filed after the Closing Date due with respect to such tax periods (the “Pre-Closing Returns”). Subject any taxable year or other taxable period ending on or prior to the requirements Closing Date. Such authority shall include, but not be limited to, the determination of applicable Tax Lawthe manner in which any items of income, each Pre-Closing Return gain, deduction, loss or credit arising out of the income, properties and operations of the Company shall be reported or disclosed in such Returns; PROVIDED, HOWEVER, that such Returns shall be prepared by treating items on such Returns in a manner consistent with the past practices with respect to such items, unless otherwise required by law. The Sellers shall provide to the Purchaser drafts of all Returns of the Company, but in all cases shall Company required to be in conformity with prepared and filed by the Code, the United States Treasury Regulations and other primary authority. The Seller shall deliver any Pre-Closing Return (along with associated tax workpapersSellers under this Section 9.1(a) to Buyer at least thirty (30) days prior to the due date for the filing of such Returns. At least fifteen (15) days prior to the due date for the filing of such Returns, the Purchaser shall notify the Sellers of the existence of any objection (specifying in reasonable detail the nature and basis of such objection) the Purchaser may have to any items set forth on which such Pre-Closing Return is required draft Returns. The Purchaser and the Sellers agree to be filed consult and resolve in good faith any such objection. (taking into account extensionb) For all taxable years and in the case of a return due within 30 days other periods ending after the Closing Date as soon as practicalthe Purchaser shall have the exclusive authority and obligation to prepare and timely file, or cause to be prepared and timely filed, all Returns of the Company. If Buyer disputes Such authority shall include, but not be limited to, the determination of the manner in which any item items of income, gain, deduction, loss or credit arising out of the income, properties and operations of the Company shall be reported or disclosed on any such Pre-Closing Return prepared Returns; PROVIDED, HOWEVER, with respect to Returns to be filed by the Seller, it shall, within ten (10) days of receiving such Pre-Closing Return, notify the Seller of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act in good faith Purchaser pursuant to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Pre-Closing Return at issue (taking into account applicable extensions), then such Pre-Closing Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______this Section

Tax Returns. For any tax periods ending on or before the Closing DateExcept as set forth in Section 4.5(a), Seller shall prepare or cause to be preparedprepared in a manner consistent with previously filed Tax Returns, at Seller’s expenseexcept as may be required by applicable Tax Law, and timely file or cause to be timely filed all Tax Returns for Company which are required to be filed after by the Closing Date with respect to such tax periods (the “Transferred Subsidiaries or for any Transferred Asset for all Pre-Closing Returns”Periods that are due on or before the Closing Date. Except as set forth in Section 4.5(a). Subject , Seller shall prepare or cause to the requirements of applicable Tax Law, each Pre-Closing Return shall be prepared in a manner consistent with past practices of previously filed Tax Returns, except as may be required by applicable Tax Law, all Tax Returns required to be filed by the Company, but in Transferred Subsidiaries or for any Transferred Asset for all cases shall be in conformity with the Code, the United States Treasury Regulations and other primary authority. The Seller shall deliver any Pre-Closing Periods (not including any portion of a Straddle Period) that are due after the Closing Date and Seller shall provide Buyer with a complete copy of each such Tax Return (along with associated tax workpapers) to Buyer at least thirty (30) days prior to before the date on which when the return is due, shall modify such Pre-Closing Return is required Tax Returns to be filed (taking take into account extension) and in the case of a return due within 30 days after the Closing Date as soon as practical. If Buyer disputes any item on any such Pre-Closing Return prepared by the Seller, it shall, within Buyer’s reasonable comments provided no later than ten (10) days of receiving before their due dates and, solely with Buyer’s written consent (which may not unreasonably be withheld or delayed) shall timely file or cause to be timely filed such Pre-Closing ReturnTax Returns. Except as provided in the preceding sentence and except as set forth in Section 4.5(a), notify the Seller of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act in good faith prepare or cause to resolve any such dispute prior be prepared and timely file or cause to the date on which the relevant Pre-Closing Return is be timely filed all Tax Returns required to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved filed by the Independent AuditorTransferred Subsidiaries or for any Transferred Asset for all Post-Closing Periods and all Straddle Periods (if any), and, in respect of Straddle Periods, in a manner consistent with previously filed Tax Returns, except as may be required by applicable Tax Law; it being understood that Buyer shall file, or shall cause to be filed, any amended Tax Return and claims for refunds or credits reasonably requested by Seller. The fees and expenses Buyer shall provide Seller with a complete copy of any Tax Return prepared by Buyer with respect to a Straddle Period at least thirty (30) days before the Independent Auditor attributable date when the return is due, shall modify such returns to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute take into account Seller’s reasonable comments provided no later than 3 ten (10) days prior before their due dates and, solely with Seller’s written consent (which may not unreasonably be withheld or delayed) shall timely file or cause to be timely filed such Tax Returns. Notwithstanding the previous provisions of this Section 4.5(h), Seller shall prepare and file all Tax Returns relating to the filing date transfer of Cytec Surface Specialties (Shanghai) Co. Ltd on or before the Pre-Closing Date, shall provide Buyer with a complete copy of each such Tax Return at issue least thirty (taking 30) days before the date when the return is due and shall modify such returns to take into account applicable extensions)Buyer’s reasonable comments provided no later than ten (10) days before their due dates and, then solely with Buyer’s written consent (which may not unreasonably be withheld or delayed) shall timely file or cause to be timely filed such Pre-Closing Return Tax Returns, and both parties agree that such Tax Returns shall be filed in a manner consistent with the rulings set forth in Schedule 2.12(h) as prepared by relate to Cytec Surface Specialties (Shanghai) Co. Ltd. Until and unless a final determination under applicable Tax Law otherwise requires, the SellerBuyer and Seller agree to treat (A) for all US Tax purposes, subject to subsequent amendmentSteps 1, if any3a, necessary to reflect Independent Auditor’s final resolution 3b, 6, 7, and 8, as set forth in Schedule 2.23 as together constituting transactions other than acquisitions described in Section 304 of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after Code, and (B) Step 4 as set forth in Schedule 2.23 consistently with the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______relevant rulings as set forth in Schedule 2.12(h).

Tax Returns. For any tax periods ending on or before the Closing Date, Seller (a) The Purchased Entity shall prepare and timely file (or cause to be prepared, at Seller’s expense, prepared and timely file filed) all Tax Returns for Company which are of the Purchased Entity and its Subsidiaries required to be filed after the Closing Date with respect (after taking into account extensions therefor) other than any Seller Combined Tax Return. In the case of any such Tax Return of the Purchased Entity or any of its Subsidiaries for any Pre-Closing Tax Period or Straddle Period that is either (i) a Flow-Through Income Tax Return or (ii) any Tax Return other than a Flow-Through Income Tax Return, but, in the case of this clause (ii), solely if filed prior to such tax periods the final determination of the Final Secondary Equity Interests Cash Consideration pursuant to Section 2.12 (the each, a “Pre-Closing ReturnsTax Return”). Subject ): the Purchased Entity shall prepare or cause to the requirements of applicable Tax Law, each be prepared such Pre-Closing Tax Return shall be prepared in a manner consistent with past practices of the CompanyPurchased Entity or its applicable Subsidiary (or of Seller or its Affiliates with respect to the Purchased Entity or its applicable Subsidiary), but in all cases shall be in conformity with except to the Code, the United States Treasury Regulations and other primary authority. The Seller shall deliver any extent preparing such Pre-Closing Tax Return (along with associated tax workpapers) in such a manner would result in such Pre-Closing Tax Return reflecting a position that is not at least “more likely than not” correct under applicable Tax Law or as required by this Agreement; Purchaser shall use commercially reasonable efforts to Buyer cause the Purchased Entity to deliver to Seller for its review and comment a copy of each such Pre-Closing Tax Return at least thirty (30) days prior to the due date on which thereof (taking into account any extensions), or as soon as reasonably practicable prior to the due date thereof (taking into account any extensions) for non-income Pre-Closing Tax Returns; Purchaser shall not, and shall cause the Purchased Entity not to, file such Pre-Closing Tax Return is without the prior written consent of Seller, such consent not to be unreasonably withheld, conditioned, or delayed. Purchaser shall not, and shall cause the Purchased Entity not to, amend or revoke any Pre-Closing Tax Return without the prior written consent of Seller, such consent not to be unreasonably withheld, conditioned, or delayed. (b) Notwithstanding any other provision of this Agreement, in no event shall Seller be required to provide any Person with any Seller Combined Tax Return, or copy thereof, or any Tax Return, or copy of any Tax Return, of any Seller Tax Group (or any rights with respect to any Tax Proceeding relating to any such Tax Return); provided that Seller shall use commercially reasonable efforts to provide reasonably relevant information to the Purchased Entity and its Subsidiaries on a pro forma or redacted basis with respect to any such Tax Return if such Tax Return would otherwise be required to be filed (taking into account extension) and in the case of a return due within 30 days after the Closing Date as soon as practical. If Buyer disputes any item on any such Pre-Closing Return prepared by the Seller, it shall, within ten (10) days of receiving such Pre-Closing Return, notify the Seller of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Pre-Closing Return at issue (taking into account applicable extensions), then such Pre-Closing Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______provided hereunder.

Tax Returns. For any tax periods ending on or before (a) The Sellers shall have the Closing Dateexclusive authority to prepare and file, Seller shall prepare or cause to be preparedprepared and filed, at Seller’s their sole cost and expense, and timely file when due all Tax Returns for Company which that are required to be filed after the Closing Date by or with respect to such tax periods (the “Pre-Closing Returns”). Subject Companies, their Subsidiaries and/or the Business on or prior to the requirements of applicable Closing Date, and the Sellers shall prepare such Tax LawReturns, each Pre-Closing Return shall or cause such Tax Returns to be prepared prepared, in a manner consistent with past practices (unless otherwise required by applicable Law) and shall remit, or cause to be remitted, all Taxes shown as due on such Tax Returns. The Sellers shall (i) submit all such Tax Returns filed by PTCI or its Subsidiaries to the Purchasers for review and comment at least twenty (20) days prior to their filing and (ii) consider in good faith any timely comments requested by the Purchasers to the extent they relate to (A) the income or operations of a Company, their Subsidiaries or the Business and (B) items of income gain, loss or deduction recognized in connection with the transactions contemplated herein. (b) The Purchasers shall have the exclusive authority to prepare and file, or cause to be prepared and filed, at their sole cost and expense, when due all Tax Returns that are required to be filed by or with respect to the Companies, their Subsidiaries and/or the Business after the Closing Date (other than Tax Returns of the CompanySellers or their respective Affiliates or income Tax Returns of PTCI and its Subsidiaries for any taxable period ending on or prior to the Closing Date, but in all cases which shall be prepared by or at the direction of Sellers), and the Purchasers shall prepare such Tax Returns with respect to a Pre-Closing Tax Period, or cause such Tax Returns to be prepared, in conformity a manner consistent with the Codeapplicable Law and shall remit, the United States Treasury Regulations and other primary authorityor cause to be remitted, any Taxes due in respect of such Tax Returns. The Seller Purchasers shall deliver (i) submit all such Tax Returns relating to any Pre-Closing Return (along with associated tax workpapers) Tax Period to Buyer the Sellers for review and comment at least thirty twenty (3020) days prior to their filing and (ii) consider in good faith any timely comments requested by the Sellers. Without the prior written consent of the Sellers, which consent shall not be unreasonably withheld or delayed, the Purchasers shall not and shall not permit the Companies or the Companies’ Subsidiaries to amend any Tax Return relating to a Pre-Closing Tax Period. The Sellers shall pay on or before five (5) days prior to the date due date, any amount due and payable on which such (i) any Tax Return prepared by Purchasers for any Pre-Closing Tax Period and (ii) any Tax Return for an Straddle Period to the extent such amount is required apportioned to be filed the Seller (taking as determined pursuant to Section 7.1 (c), except to the extent such amount described in the preceding clauses (i) and (ii) were paid on or prior to the Closing Date or taken into account extensionas a liability in Net Working Capital. (c) All Taxes and Tax liabilities with respect to the income, property or operations of the Companies or any of the Companies’ Subsidiaries that relate to the Straddle Period shall be apportioned between the Sellers and the Purchasers as follows: (i) in the case of Taxes other than income, sales and use and withholding Taxes, on a return due within 30 days after per-diem basis, and (ii) in the case of income, sales and use and withholding Taxes, as determined from the books and records of the Companies and the Companies’ Subsidiaries as though the taxable year of the Companies’ or any relevant Subsidiary of the Companies terminated at the close of business on the Closing Date as soon as practical. If Buyer disputes any item on any such Pre-Closing Return prepared by the Seller, it shall, within ten (10) days of receiving such Pre-Closing Return, notify the Seller of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Pre-Closing Return at issue (taking into account applicable extensions), then such Pre-Closing Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______Date.

Tax Returns. The Seller shall prepare and file all Tax Returns of the Company for Tax periods ending on or prior to the Closing Date consistent with prior practices, and the Seller shall provide the Purchaser with a copy of the Tax Returns as soon as practicable after they are filed. For all Tax Returns relating both to periods before and after the Closing Date, all reasonable fees and expenses relating to the preparation of such returns shall be apportioned between the Seller, on the one hand, and the Company and the Purchaser, on the other hand, on the basis set forth in Section 5.04(c) hereof. The Purchaser shall prepare and file all Tax Returns of the Company for any tax periods period including the day following the Closing Date (a "Straddle Period"). Before filing any Tax Return relating in whole or in part to a Straddle Period, the Purchaser shall deliver a copy of such Tax Return to the Seller for its review and approval (which will not be unreasonably withheld or delayed). The Purchaser shall make any changes requested by the Seller and reasonably acceptable to the Purchaser. Each party shall provide the other with all reasonable assistance required to prepare and file such Tax Returns. The Seller shall be responsible for, and shall pay all Taxes (or any portion thereof) shown on such Tax Returns that relate to any Tax period (or any portion thereof) ending on or before the Closing Date, Seller shall prepare or cause to be prepared, at Seller’s expense, and timely file all Tax Returns for Company which are required to be filed after close of business on the Closing Date (a "Prior Tax Period"), including any Taxes related to the transfer of the Seller's Interest to the Purchaser under this Agreement, provided, that the Seller shall not be responsible for any Taxes with respect to such tax periods (which a reserve has been established on the “Pre-Closing Returns”)Balance Sheet. Subject to the requirements of applicable Tax Law, each Pre-Closing Return The Purchaser shall be prepared in a manner consistent with past practices of the Companyresponsible for, but in all cases and shall be in conformity with the Codepay, the United States Treasury Regulations and other primary authority. The Seller shall deliver any Pre-Closing Return (along with associated tax workpapers) to Buyer at least thirty (30) days prior to the date on which such Pre-Closing Return is required to be filed (taking into account extension) and in the case of a return due within 30 days after the Closing Date as soon as practical. If Buyer disputes any item on any such Pre-Closing Return prepared by the Seller, it shall, within ten (10) days of receiving such Pre-Closing Return, notify Taxes for which the Seller of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Pre-Closing Return at issue (taking into account applicable extensions), then such Pre-Closing Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______responsible.

Tax Returns. For (i) The Stockholders’ Agent shall be responsible for preparing, and Parent shall be responsible for filing when due, all Returns required to be filed by HoldCo or the Company for any tax periods Tax period ending on or before prior to the Closing Date (a “Pre-Closing Tax Period”) (including, without limitation, all income tax Returns for the taxable year ending on the Closing Date). Returns prepared by the Stockholder’s Agent pursuant to this Section 7.3(a)(i) shall be prepared in a manner consistent with past practices of HoldCo or the Company unless otherwise required by Applicable Law. The Stockholders’ Agent shall provide Parent with a copy of such Returns (and supporting schedules) at least twenty-five (25) days in advance of the due date for such Returns. If the due date for filing any such Return is within twenty-five (25) days of the Closing Date, Seller the Stockholders’ Agent shall prepare provide Parent with a copy of such Return (and supporting schedules) within a reasonable period of time prior to the due date. The Stockholders’ Agent shall make any changes and revisions to such Returns as are reasonably requested by Parent. The Stockholders’ Agent shall cause to be paid to Parent, within a reasonable time after having received a written request therefore from Parent, an amount equal to any Taxes to be paid for such Pre-Closing Tax Period, and Parent shall then pay or cause to be prepared, at Seller’s expense, paid when due all Taxes with respect to any such Returns. (ii) Parent shall be responsible for preparing and timely file filing when due all Returns of HoldCo or the Company for any Tax Returns for Company which are required to be filed period ending after the Closing Date and shall pay or cause to be paid when due all Taxes with respect to any such tax periods Returns. Returns prepared and filed by Parent for a Straddle Period (the “Pre-Closing Straddle Period Tax Returns”). Subject to the requirements of applicable Tax Law, each Pre-Closing Return ) shall be prepared in a manner consistent with past practices of the Company, but in all cases shall be in conformity with the Code, the United States Treasury Regulations and other primary authorityCompany unless otherwise required by Applicable Law. The Seller shall deliver any Pre-Closing Return (along with associated tax workpapers) to Buyer at least thirty (30) days prior to the date on which such Pre-Closing Return is required to be filed (taking into account extension) and in the case of a return due within 30 days after the Closing Date as soon as practical. If Buyer disputes any item on any such Pre-Closing Return prepared by the Seller, it shall, within ten (10) days of receiving such Pre-Closing Return, notify the Seller of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Pre-Closing Return at issue (taking into account applicable extensions), then such Pre-Closing Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller Parent shall provide the Stockholders’ Agent with a copy of such PreStraddle Period Tax Returns (and supporting schedules) at least twenty-five (25) days in advance of the due date for such Returns. If the due date for filing any Straddle Period Tax Return is within twenty-five (25) days of the Closing Returns to Buyer promptly after Date, Parent shall provide the filing Stockholders’ Agent with a copy of such Pre-Return (and supporting schedules) within a reasonable period of time prior to the due date. Parent shall make any changes to such Straddle Period Tax Returns as are reasonably requested by the Stockholders’ Agent. The Stockholders’ Agent shall cause to be paid to Parent, within a reasonable time after having received a written request therefore from Parent, an amount equal to any Taxes relating to the portion of a Straddle Period ending on the Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______Date, as determined in accordance with Section 7.3(c).

Tax Returns. For any tax periods ending on or before the Closing Date, Seller (a) The Sellers shall prepare and file, or cause to be preparedprepared and filed, at Seller’s expense, all Federal Consolidated Tax and timely file all Combined Tax Returns with respect to the Companies or any of their Subsidiaries for Company which any Pre-Closing Tax Period. Sellers will prepare all such returns in accordance with past practices of the Companies and the Subsidiaries. (b) Buyer shall prepare and file, or cause to be prepared and filed, all Returns with respect to the Companies or any of their Subsidiaries for Pre-Closing Tax Periods that are required to be filed on or after the Closing Date, other than Returns required to be prepared and filed by the Sellers pursuant to Section 8.02(a). Unless otherwise required by applicable law, Buyer shall prepare such Returns in accordance with the past practices of the Companies and their Subsidiaries. The Sellers shall have the right to review and approve each Return (such approval not to be unreasonably withheld) required to be prepared and filed by Buyer pursuant to this Section 8.02(b) prior to the filing thereof. Buyer shall make any changes reasonably requested by the Sellers with respect to any such Return. (c) Buyer shall prepare and file, or cause to be prepared and filed, all Returns with respect to the Companies or any of their Subsidiaries for Straddle Periods and shall provide the Sellers a statement setting forth the allocation of liability for Taxes shown on such Returns between the portion of the Straddle Period ending on the Closing Date and the portion of the Straddle Period beginning after the Closing Date in accordance with respect to Section 8.04 hereof. Unless otherwise required by applicable law, Buyer shall prepare such tax periods (Returns in accordance with the “Pre-Closing Returns”). Subject to the requirements of applicable Tax Law, each Pre-Closing Return shall be prepared in a manner consistent with past practices of the Company, but in all cases shall be in conformity with the Code, the United States Treasury Regulations Companies and other primary authoritytheir Subsidiaries. The Seller Sellers shall deliver any Pre-Closing Return (along with associated tax workpapers) have the right to Buyer at least thirty (30) days prior review and approve such Returns and such allocation statement and to the date on which such Pre-Closing Return is required to be filed (taking into account extension) and in the case of a return due within 30 days after the Closing Date as soon as practical. If Buyer disputes any item on any such Pre-Closing Return prepared by the Seller, it shall, within ten (10) days of receiving such Pre-Closing Return, notify the Seller of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior consent to the filing date of any such Returns, which approval and consent shall not be unreasonably withheld. (d) Buyer shall prepare and file, or cause to be prepared and filed, all Returns with respect to the PreCompanies or any of their Subsidiaries for any Post-Closing Return at issue (taking into account applicable extensions), then such Pre-Closing Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______Tax Period.

Tax Returns. For any tax periods ending Except as otherwise provided in Section 5.3(a): (i) PNG shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns required to be filed by ▇▇▇▇▇ Mountain, or with respect to the Assets or ▇▇▇▇▇ Mountain, on or before the Closing Date, Seller and shall prepare timely remit, or cause to be preparedtimely remitted, at Seller’s expense, and timely file all Taxes due in respect of such Tax Returns. All such Tax Returns for Company which are required to be filed after the Closing Date with respect to such tax periods (the “Pre-Closing Returns”). Subject to the requirements of applicable Tax Law, each Pre-Closing Return shall be prepared in a manner reasonably consistent with past practices of the Companypractice, but in all cases shall be in conformity with the Code, the United States Treasury Regulations and other primary authorityunless otherwise required by Law. The Seller shall deliver any Pre-Closing Return Not later than twenty (along with associated tax workpapers) to Buyer at least thirty (3020) days prior to the due date on which for filing each such Pre-Closing Tax Return is required to be filed (taking into account extension) by ▇▇▇▇▇ Mountain, PNG shall provide EQT with a draft copy of such Tax Return for review and comment, and PNG shall consider in the case of a return due within 30 days after the Closing Date as soon as practical. If Buyer disputes any item on good faith all reasonable comments provided by EQT with respect to any such Pre-Closing Return prepared by the Seller, it shall, within draft copy not later than ten (10) days of receiving such Pre-Closing Return, notify the Seller of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is such due date. (ii) EQT shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns required to be filedfiled by ▇▇▇▇▇ Mountain, or with respect to the Assets or ▇▇▇▇▇ Mountain, after the Closing Date, and shall timely remit, or cause to be timely remitted, all Taxes due in respect of such Tax Returns. If Seller All such Tax Returns for any taxable year or period beginning before and Buyer cannot resolve any disputed item, ending on or after the item in question Closing Date shall be resolved prepared in a manner reasonably consistent with past practice unless and to the extent that EQT reasonably determines, after consultation with PNG, and based on the written advice of EQT’s Tax advisors (a copy of which EQT shall provide to PNG in connection with such consultation), that filing in an inconsistent manner is required by the Independent AuditorLaw. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no Not later than 3 twenty (20) days prior to the due date for filing date of the Pre-Closing Return at issue (taking into account applicable extensions)each such Tax Return, then such Pre-Closing Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller EQT shall provide PNG with a draft copy of such Pre-Closing Returns Tax Return for review and comment, and EQT shall consider in good faith all reasonable comments provided by PNG with respect to Buyer promptly after any such draft copy not later than ten (10) days prior to such due date. In the filing event that EQT does not include all of PNG’s comments in any such Tax Return, EQT shall notify PNG in writing of such Prenon-inclusion not later than nine (9) days prior to such due date. The party who bears the greater portion of the tax liability with respect to such Tax Return shall have the right to determine the resolution of any disputed item with respect to such Tax Return, and EQT shall file such Tax Return consistent with such resolution. (iii) EQT shall not amend, refile or otherwise modify, or cause or permit to be amended, refiled or otherwise modified, any Tax Return filed by ▇▇▇▇▇ Mountain for any taxable year or period beginning before the Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______Date, unless (i) the failure to take such action could materially adversely affect EQT and (ii) PNG consents to such action (such consent not to be unreasonably withheld, conditioned or delayed).

Tax Returns. For Parent, on behalf of the Company shall prepare and file or cause to be prepared and filed all Tax Returns of the Company for any tax periods ending on or before the Pre-Closing Date, Seller Tax Periods (other than any Straddle Periods). J&J shall prepare or cause to be prepared, at Seller’s expense, and timely file prepared all Tax Returns of the Company for Company which are required to be filed after the Closing Date with respect to such tax periods (the “Pre-Closing Returns”)any Straddle Periods. Subject to the requirements of applicable All Tax Law, each Pre-Closing Return Returns prepared under this Section 6.5(a) shall be prepared in a manner consistent with the past practices practice of the Company, but in all cases shall be in conformity with the Code, the United States Treasury Regulations and other primary authorityexcept as otherwise required by applicable Law. The Seller shall deliver any Pre-Closing Return (along with associated tax workpapers) to Buyer at least thirty (30) No later than 30 days prior to the due date on which for filing any Tax Returns prepared by J&J under this Section 6.5(a), J&J shall submit such Pre-Closing Tax Return is required to be filed (taking into account extension) Seller for its review and in the case of a return due within 30 days after the Closing Date as soon as practicalcomment. If Buyer disputes Seller objects to any item on any such Pre-Closing Return prepared by the SellerTax Return, it shall, within ten (10) 10 days after delivery of receiving such Pre-Closing Tax Return, notify Buyer in writing that it so objects, specifying with particularity any such item and stating the Seller of such disputed item (specific factual or items) and the legal basis for its any such objection. If a notice of objection shall be duly delivered, J&J and Seller and Buyer shall act negotiate in good faith and use their reasonable best efforts to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is required to be fileditems. If J&J and Seller and Buyer cannot resolve any disputed itemare unable to reach such agreement within 10 days after receipt by J&J of such notice, the item in question disputed items shall be resolved by the Independent Auditoran independent certified public accountant selected by mutual agreement of J&J and ▇▇▇▇▇▇, and any determination by such accountant shall be final. The fees and expenses accountant shall resolve any disputed items within 20 days of having the Independent Auditor attributable item referred to it pursuant to such dispute shall be borne equally by the Seller and the Buyerprocedures as it may require. If the Independent Auditor accountant is unable to resolve any disputed items before the dispute no later than 3 days prior to due date for such Tax Return, the filing date of the Pre-Closing Return at issue (taking into account applicable extensions), then such Pre-Closing Tax Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary J&J and then amended to reflect Independent Auditorthe accountant’s final resolution resolution. The costs, fees and expenses of the disputed itemsaccountant shall be borne equally by J&J and ▇▇▇▇▇▇. Seller shall provide The preparation and filing of any Tax Return of the Company that does not relate to a copy of such Pre-Closing Returns to Buyer promptly after Tax Period shall be exclusively within the filing control of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______J&J.

Tax Returns. For any tax periods ending on or before the Closing Date, (a) Seller shall prepare prepare, or cause to be prepared, at Seller’s expenseand shall timely file, and or cause to be timely file filed, (i) all Tax Returns for Company which of or with respect to the Group Companies that are required due on or prior to be filed after the Closing Date and (ii) all Pass-Through Tax Returns for any taxable period ending on or prior to the Closing Date and, in each case, shall timely pay, or cause the Group Companies to pay, all Taxes due by the Group Companies with respect to such tax periods (the “PreTax Returns. Any such Tax Returns and Pass-Closing Returns”). Subject to the requirements of applicable Through Tax Law, each Pre-Closing Return Returns shall be prepared in a manner consistent accordance with past practices of the Companyand this Agreement unless otherwise required by Law, but in all cases shall be in conformity with the Code, the United States Treasury Regulations and other primary authority. The Seller shall deliver any Pre-Closing Return (along with associated tax workpapers) delivered to Buyer Purchaser for its review at least thirty (30) calendar days prior to the due date on which (including extensions) for such Pre-Closing Tax Return, in the case of any Tax Return is required relating to Income Taxes, and as soon as reasonably practicable prior to the due date (including extensions) in the case of other Tax Returns. Seller shall consider in good faith any reasonable comments timely provided by Purchaser with respect to any such Tax Returns. (b) Purchaser shall prepare, or cause to be filed prepared, and shall timely file, or cause to be timely filed, (i) all Tax Returns (other than Pass-Through Tax Returns) of or with respect to the Group Companies for any taxable period ending on or prior to the Closing Date the due date of which (taking into account extensionany extensions) is after the Closing Date and (ii) all Tax Returns of or with respect to the Group Companies for any Straddle Period and, in each case, shall timely pay, or cause the Group Companies to pay, all Taxes due by the Group Companies with respect to such Tax Returns. Any such Tax Returns shall be prepared in accordance with past practices and this Agreement unless otherwise required by Law, and delivered to Seller for its review and comment at least thirty (30) calendar days prior to the due date (including extensions) for such Tax Return, in the case of a return due within 30 days after the Closing Date any Tax Return relating to Income Taxes, and as soon as practicalreasonably practicable prior to the due date (including extensions) in the case of other Tax Returns. If Buyer disputes Purchaser shall accept any item on reasonable comments timely provided by Seller with respect to any such Tax Returns. (c) Any Transaction Tax Deductions shall be reported as deductions of the Group Companies in Pre-Closing Tax Periods in connection with the filing of any Tax Return prepared pursuant to this Section 6.15 to the maximum extent permitted by Law. (d) No election under Section 338 of the Code or any corresponding or similar provision of state, local or non-U.S. Law shall be made by or with respect to any Group Company in connection with the transactions contemplated by this Agreement without the prior written consent of Seller, it shallwhich may be withheld at its sole discretion. (e) Without the prior written consent of Seller, within ten Purchaser, the Group Companies and their Affiliates shall not (10i) days amend any Pass-Through Tax Return of receiving such or with respect to any Group Company for any Pre-Closing ReturnTax Period or Straddle Period, notify the Seller of such disputed item (ii) make or items) and the basis for its objection. Seller and Buyer shall act in good faith to resolve change any such dispute prior to the date on which the relevant election for, or that has retroactive effect to, any Pre-Closing Return is required Tax Period, (iii) settle, voluntarily approach, enter into voluntary disclosure agreement with, or file any ruling request with any taxing authority with respect to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Pre-Closing Return at issue (taking into account applicable extensions), then such Tax Period or Taxes attributable to a Pre-Closing Return shall be filed as prepared by Tax Period, (iv) extend or waive the Seller, subject statute of limitations with respect to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such any Pre-Closing Returns Tax Period, or (v) cause any Group Company to Buyer promptly engage in a transaction on the Closing Date, but after the filing Closing, that is outside the Ordinary Course of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______Business.

Tax Returns. For any tax periods ending on or before (a) Bancorp shall have the Closing Dateexclusive authority and obligation to prepare and timely file, Seller shall prepare or cause to be prepared, at Seller’s expense, prepared and timely file filed, all Tax Returns for Company which of Bancorp, Western and the Bancorp Subsidiaries that are required due with respect to be filed after any taxable year or other taxable period ending on or prior to the Closing Date with respect to such tax periods (the “hereinafter "Pre-Closing Returns”"). Subject Such authority shall include, but not be limited to, the determination of the manner in which any items of income, gain, deduction, loss or credit arising out of the income, properties and operations of Bancorp, Western and the Bancorp Subsidiaries shall be reported or disclosed in such Returns. Bancorp shall provide to CBB drafts of all Returns of Western and the Western Subsidiaries required to be prepared and filed by Bancorp under this Section 9.1(a) at least forty-five (45) days prior to the requirements due date (including extensions) for the filing of applicable Tax Lawsuch Returns. At least fifteen (15) days prior to the due date (including extensions) for the filing of such Returns, each Pre-Closing Return CBB shall notify Bancorp of the existence of any objection (specifying in reasonable detail the nature and basis of such objection) CBB may have to any items set forth on such draft Returns. (b) Except as provided in Section 9.1(a), CBB shall have the exclusive authority and obligation to (i) prepare and timely file, or cause to be prepared and timely filed, (A) all Returns of Western and the Western Subsidiaries (other than WSPI), (B) all Returns of Western (or CBB as the successor of Western) and the Western Subsidiaries (other than WSPI) that are due with respect to any Overlap Period (as defined in Section 9.2 hereof) (hereinafter "Overlap Period Returns"), and (ii) pay and discharge all Taxes for any Overlap Period. Such authority shall include, but not be limited to, the determination of the manner in which any items of income, gain, deduction, loss or credit arising out of the income, properties and operations of Western and the Western Subsidiaries (other than WSPI) shall be prepared reported or disclosed on such Returns; provided, however, that items set -------- ------- forth on such Returns relating to the income, properties and operations of Western (or CBB as the successor of Western) or the Western Subsidiaries shall be treated in a manner consistent with Western's past practices with respect to the treatment of such items, unless otherwise required by law. CBB shall provide to Bancorp drafts of all Returns of Western and the Western Subsidiaries required to be prepared and filed by the Purchaser under this Section 9.1(b) at least forty-five (45) days prior to the due date (including extensions) for the filing of such Returns. At least fifteen (15) days prior to the due date (including extensions) for the filings of such Returns, Bancorp shall notify CBB of the Companyexistence of any objection (specifying in reasonable detail the nature and basis of such objection) that Bancorp may have to any items set forth on such draft Returns. (c) CBB and Bancorp agree to consult and resolve in good faith any objection that either may have to the Returns. In the event CBB and Bancorp are unable to resolve an objection pursuant to Section 9.1(a), but in all cases shall be in conformity then with the Code, the United States Treasury Regulations and other primary authority. The Seller shall deliver respect to any Pre-Closing Return (along with associated tax workpapers) and any Overlap period Return, as to Buyer at least thirty (30) days prior any items which affect any Taxes apportioned to the date on which such a Pre-Closing Return is required to be filed (taking into account extension) and in the case Period under Section 9.2 hereof, upon Bancorp providing an opinion of a return due within 30 days after the Closing Date law firm as soon as practical. If Buyer disputes any item on any such Pre-Closing Return prepared by the Seller, it shall, within ten (10) days of receiving such Pre-Closing Return, notify the Seller of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by reasonably accptable to CBB that the Independent Auditor. The fees position Bancorp wishes to take has a realistic possibility of success in a court with jurisdiction, such Return shall take such position and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Pre-Closing Return at issue (taking into account applicable extensions), then such Pre-Closing Return shall be filed as prepared by with the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______appropriate Governmental Authority.

Tax Returns. For Sellers shall file or cause to be filed when due all Tax Returns that are required to be filed by or with respect to any tax of the Spine Entities for taxable years or taxable periods ending on or before the Closing Date, Seller and shall prepare timely remit all Taxes shown as due on such Tax Returns. Purchasers shall file or cause to be prepared, at Seller’s expense, and timely file filed when due all Tax Returns for Company which that are required to be filed by or with respect to any of the Spine Entities for taxable years or taxable periods ending after the Closing Date with respect Date, and shall timely remit all Taxes shown due on such Tax Returns. All Tax Returns required to such tax periods (the “Pre-Closing Returns”). Subject be filed pursuant to the requirements of applicable Tax Law, each Pre-Closing Return this Section shall be prepared in on a manner basis consistent with past practices to the extent permitted by applicable Laws. With respect to any Tax Return required to be filed by Purchasers and as to which any Taxes are allocable to Sellers under this Article VI, Purchasers shall provide Sellers with a copy of such completed Tax Return and a statement certifying the Companyamount of Taxes shown on such Tax Return that is allocable to Sellers pursuant to the principles of this Article VI, but in all cases shall be in conformity together with the Codeappropriate supporting information and schedules, the United States Treasury Regulations and other primary authority. The Seller shall deliver any Pre-Closing Return (along with associated tax workpapers) to Buyer at least thirty twenty (3020) days prior to the due date on which (including any extension thereof) for the filing of such Pre-Closing Tax Return is required to be filed (taking into account extension) and or in the case of a return due within 30 days after the Closing Date any event as soon as practical. If Buyer disputes any item on any practicable) and, except as provided in this Section 6.04, shall obtain Sellers’ express written consent (which shall not be unreasonably withheld or delayed) to such Pre-Closing Tax Return prepared by the Seller, it shall, within ten (10) days of receiving such Pre-Closing Return, notify the Seller of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve filing of such Tax Return; provided that any disputed item, the item in question disputes shall be resolved decided by the an Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the BuyerExpert. If the Independent Auditor Expert is unable to resolve all disputes with respect to a Tax Return described in the dispute immediately preceding sentence prior to the due date for filing such Tax Return (including any extension thereof), such Tax Return shall be handled in the following manner: (i) Purchasers shall file such Tax Return by the due date; (ii) Purchasers shall pay the Taxes shown as owing on such Tax Return; (iii) Sellers shall pay to Purchasers the amount of Taxes apportioned to Sellers except to the extent such Taxes are in dispute; (iv) the Independent Expert shall resolve the remaining disputes regarding such Tax Return no later than 3 30 days prior to following the due date for filing date such Tax Return (including any extension thereof); and (v) Purchasers shall file an amended Tax Return consistent with the determination of the Pre-Closing Independent Expert as soon as practicable following such determination. Except as stated in clause (iii) above, in the event that an Independent Expert is required to resolve a Tax Return at issue (taking into account applicable extensions)pursuant to this Section 6.04, then Sellers shall not be required to indemnify Purchasers for any Taxes with respect to such Pre-Closing Tax Return until the Independent Expert has rendered its determination. The cost of the Independent Expert shall be filed as prepared shared equally by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______Purchasers and Sellers.

Tax Returns. For any tax periods ending on or before the Closing Date, Seller The Purchaser shall prepare or cause to be prepared, prepared at Seller’s expense, and timely file its expense all Pass-Through Tax Returns for Company which Pre-Closing Tax Periods and any Straddle Period that are required to be filed due after the Closing Date with respect to such tax periods (the “Pre-Closing Returns”). Subject to the requirements of applicable Tax LawDate, each Pre-Closing Return which shall be prepared in a manner consistent with the past practices of the CompanyAcquired Companies unless otherwise required by Law; provided that (i) items of taxable income, but in all cases gain, loss, deduction and credit of the Company for the Straddle Period shall be allocated using the "closing of the books" method (as described in conformity with the Code, the United States Treasury Regulations and other primary authority. The Seller Section 1.706-1(c)) as of the end of the Closing Date, (ii) all Transaction Tax Deductions shall deliver be allocated to the portion of such Straddle Period ending on the Closing Date pursuant to Section 706 of the Code to the extent permitted by Law, (iii) seventy percent (70%) of any success-based fees allocable to a Pre-Closing Return Tax Period and deductible at a more-likely-than-not level of confidence shall be deducted in accordance with Rev. Proc. 2011-29, (along with associated tax workpapersiv) the Purchaser may make or caused to be made an election under Section 754 of the Code (and any corresponding state or local Tax election) to Buyer at least the extent such election is not already in effect, and (v) the Purchaser may make or cause to be made an election pursuant to Section 6221(b) of the Code (and any corresponding state or local Tax election). A draft of each Pass-Through Tax Return shall be submitted by the Purchaser to the Seller Representative for review, comment and consent (not to be unreasonably withheld, conditioned or delayed) no later than the date thirty (30) days prior to the due date on which for such PrePass-Closing Return is required to be filed (taking into account extension) and in the case of a return due within 30 days after the Closing Date as soon as practicalThrough Tax Return. If Buyer disputes any item on any such Pre-Closing Return prepared Any comments submitted by the Seller, it shall, within Seller Representative to the Acquired Companies no later than ten (10) days of receiving prior to the due date for such PrePass-Closing Return, notify the Seller of such disputed item (or items) and the basis for its objection. Seller and Buyer Through Tax Return shall act be considered in good faith to resolve any such dispute prior to by the date on which Purchaser, and the relevant Pre-Closing Return is required Acquired Companies shall timely file or cause to be filedfiled such Pass-Through Tax Return with the applicable Governmental Authority. If Seller and Buyer cannot resolve any disputed itemTo the extent permitted or required under applicable Tax Law, the item in question shall be resolved by the Independent Auditor. The fees and expenses taxable year of the Independent Auditor attributable to such dispute Acquired Companies shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date close as of the Pre-Closing Return at issue (taking into account applicable extensions), then such Pre-Closing Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution end of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______Date.

Tax Returns. For Parent shall prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns of the Company and its Subsidiaries for any tax periods Taxable period ending on or before the Closing Date and that portion of any Straddle Period ending on the Closing Date (each, a “Pre-Closing Tax Period”) that are filed after the Closing Date, Seller . The Indemnifying Securityholders shall prepare pay or cause to be prepared, at Seller’s expense, and timely file all paid to Parent the amount of Taxes shown as due on each such Tax Returns for Company which are required Return that is attributable to be filed after the Closing Date with respect to such tax periods (the “a Pre-Closing Returns”)Tax Period within twenty (20) days of the filing of the Tax Return reflecting such Taxes. Subject Such Taxes shall be paid first from the Escrow Fund and thereafter from the Indemnifying Securityholders pursuant to the requirements of Section 7.2(a)(iv) below. Except as otherwise required by applicable Tax Law, each Pre-Closing Return such Tax Returns shall be prepared in a manner consistent accordance with the past practices custom and practice of the CompanyCompany in preparing its Tax Returns. Parent shall permit the Representative to review and comment on each such Tax Returns at least twenty (20) days prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Representative. Except as required by applicable Law, but in all cases Parent shall be in conformity with not amend any previously-filed Tax Return of the Code, the United States Treasury Regulations and other primary authority. The Seller shall deliver Company or its Subsidiaries for any Pre-Closing Return (along with associated tax workpapers) Tax Period that would result in an increase in the Tax liability of the Company’s securityholders or that would give rise to Buyer at least thirty (30) days prior an indemnification claim pursuant to this Agreement without the date on which written consent of the Representative, such Pre-Closing Return is required consent not to be filed (taking into account extension) and in the case of a return due within 30 days after the Closing Date as soon as practical. If Buyer disputes any item on any such Pre-Closing Return prepared by the Sellerunreasonably withheld, it shall, within ten (10) days of receiving such Pre-Closing Return, notify the Seller of such disputed item (conditioned or items) and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Pre-Closing Return at issue (taking into account applicable extensions), then such Pre-Closing Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______delayed.

Tax Returns. For any tax periods ending on or before the Closing Date, (i) Seller shall prepare have the exclusive authority and obligation on behalf of Company and Subsidiaries to prepare, execute and timely file, or cause to be prepared, at Seller’s expenseexecuted and timely filed, all foreign, federal, state and local Tax Returns of Company and Subsidiaries that are due on or prior to the Closing Date, and timely file all Tax Returns for Company which are required subject to Sections 5.7(c)(i) and 5.7(c)(ii)(A) shall pay or shall cause to be filed after the Closing Date paid any and all Taxes due with respect to such tax periods (the “Pre-Closing Tax Returns”). Subject to the requirements of applicable Such Tax Law, each Pre-Closing Return Returns shall be prepared in a manner consistent with past practices of the Company, but in all cases shall be in conformity with the Code, the United States Treasury Regulations and other primary authority. The practice. (ii) Seller shall deliver any Pre-Closing Return (along with associated tax workpapers) have the exclusive authority and obligation on behalf of Company and Subsidiaries to Buyer at least thirty (30) prepare and timely file, or cause to be prepared and timely filed, and, if required to do so by applicable Tax Law, shall deliver, within 30 days prior to the date on deadline for the filing of such Tax Returns, to Purchaser for signing and filing all (A) consolidated, combined or unitary Income Tax Returns for which such Pre-Closing Return Seller is the common parent and are not required to be filed (taking into account extension) and in the case of a return due within 30 days after on or prior to the Closing Date as soon as practical. If Buyer disputes any item on any such and (B) other Tax Returns with respect to Pre-Closing Return Periods that end on or before the Closing Date. Subject to Sections 5.7(c)(i) and 5.7(c)(ii)(A), Seller shall pay or shall cause to be paid any and all Taxes shown as due with respect to such Tax Returns described in the preceding sentence. Such Tax returns shall be prepared by in a manner consistent with past practice, and Seller shall deliver a draft of such Tax Returns to Purchaser at least 30 days prior to their due date and shall take into account in good faith any comments of Purchaser with respect thereto. (iii) Purchaser shall have the Sellerexclusive authority and obligation to prepare and timely file, it shallor cause to be prepared and timely filed, within ten (10all Tax Returns of Company and Subsidiaries for which Seller is not responsible pursuant to Sections 5.7(b)(i) days and 5.7(b)(ii). Subject to Section 5.7(c)(ii), Purchaser shall pay or cause to be paid any and all Taxes due with respect to such Tax Returns. With respect to Tax Returns of receiving such Company and Subsidiaries that reflect Pre-Closing ReturnPeriods, notify the Purchaser shall provide to Seller of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 at least 30 days prior to the due date for filing date such Tax Returns (A) drafts of all such Tax Returns; (B) a statement certifying the Pre-Closing amount of Taxes shown on such Tax Return at issue (taking into account applicable extensionsthat is allocable to Seller pursuant to Section 5.7(c)(i), then such Pre-Closing Return shall be filed as prepared by together with the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______appropriate supporting information and schedules and

Tax Returns. For (a) With respect to any tax periods Tax Return covering a taxable period ending on or before the Closing Date, Seller shall prepare or cause to be prepared, at Seller’s expense, and timely file all Tax Returns for Company which are Effective Date that is required to be filed after the Closing Effective Date with respect to the Partnership or any of its Subsidiaries, the Contributors shall cause such tax periods Tax Return to be prepared, shall cause to be included in such Tax Return all Tax items required to be included therein, shall cause such Tax Return to be filed timely with the appropriate Taxing Authority, and shall be responsible for the timely payment (and entitled to any refund) of all Taxes due with respect to the period covered by such Tax Return, except to the extent that such Taxes were accrued on the Effective Date Balance Sheet or otherwise taken into account in determining final Working Capital. (b) Subject to Section 13.2(c), With respect to any Tax Return covering a taxable period beginning on or before the Effective Date and ending after the Effective Date that is required to be filed after the Effective Date with respect to the Partnership or any of its Subsidiaries, Copano shall cause such Tax Return to be prepared, shall cause to be included in such Tax Return all Tax items required to be included therein, shall furnish a copy of such Tax Return to the Contributors, shall file timely such Tax Return with the appropriate Taxing Authority, and shall be responsible for the timely payment of all Taxes due with respect to the period covered by such Tax Return. Copano shall determine, in accordance with the provisions of Section 13.1(d) of the Agreement, the amount of Tax due with respect to the Pre-Effective Time Period (the “Pre-Closing ReturnsContributors’ Tax”)) and shall notify the Contributors of its determination of the Contributors’ Tax. Subject Within five days after filing such Tax Return, the Contributors shall pay to Copano an amount equal to the requirements excess of applicable (x) the Contributors’ Tax Lawover (y) the amount accrued for the Contributors’ Tax and any estimated or other payments made for such tax prior to the Effective Date on the Effective Time Balance Sheet or otherwise taken into account as a liability in determining the adjustments to the purchase price in Section 2.4. However, each Pre-Closing Return in the event the excess of (x) over (y) in the foregoing sentence is a negative number, Copano shall be prepared required to pay such difference to the Contributors within such five-day period. Any refund attributable to Tax Returns filed pursuant to this Section 13.2(b) shall be apportioned between Copano and the Contributors in a manner consistent with calculation of the Contributors’ Tax. (c) Copano shall, with respect to any Tax Return for which Copano is responsible under Section 13.2(b) for preparing and filing, make such Tax Return and Tax work papers available for review by the Contributors if the Tax Return is with respect to Taxes for which the Contributors may be liable (in whole or in part) hereunder or under applicable law. Copano shall make such return and work papers available for review sufficiently in advance of the due date for filing such Tax Returns to provide the Contributors with a meaningful opportunity to analyze and comment on such Tax Returns and have such Tax Returns modified before filing. Copano will consider all comments from the Contributors in good faith. (d) Any Tax Return which includes or is based on the operations, ownership, assets or activities of the Partnership or any of its Subsidiaries or Contributors for any taxable period beginning before and ending after the Effective Date, and any Tax Return in respect of any Taxes for which the Contributors may be liable (in whole or in part) hereunder shall be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the applicable law), and to the extent any items are not covered by past practices (or in the event such past practices are no longer permissible under the applicable tax law), in accordance with reasonable tax accounting practices selected by the filing Party with respect to such Tax Return under this Agreement with the consent (not to be unreasonably withheld or delayed) of the Companynon-filing Party. (e) Unless required by law, but in all cases Copano shall be in conformity with the Code, the United States Treasury Regulations and other primary authority. The Seller shall deliver not file an amended Tax Return for any Pre-Closing Return (along with associated tax workpapers) to Buyer at least thirty (30) days period ending on or prior to the date on which such Pre-Closing Return is required to be filed (taking into account extension) and in Effective Date without the case of a return due within 30 days after the Closing Date as soon as practical. If Buyer disputes any item on any such Pre-Closing Return prepared by the Seller, it shall, within ten (10) days of receiving such Pre-Closing Return, notify the Seller of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Independent Auditor. The fees and expenses written consent of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Pre-Closing Return at issue (taking into account applicable extensions), then such Pre-Closing Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______Contributors.

Tax Returns. For (a) The Companies shall prepare and timely file, or shall cause to be prepared and timely filed, all Tax Returns in respect of the Companies and any tax periods ending of its Subsidiaries that are required to be filed (taking into account any extension) on or before the Closing Date, and the Seller Parties shall prepare pay, or cause to be preparedpaid, at Sellerall Taxes due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Companies with respect to such items, except as required by applicable Law. At least fifteen (15) days prior to filing any such Tax Return, the Companies shall submit a copy of any such Tax Return to Buyer for Buyer’s expensereview and reasonable comment. The Companies shall consider, in good faith, all changes to such Tax Returns reasonably requested by Buyer. (b) Buyer shall prepare and timely file file, or cause to be prepared and timely filed, all Tax Returns for Company which are required to be filed by the Companies after the Closing Date with respect to such tax periods (the “any Pre-Closing Returns”)Tax Period or Straddle Period. Subject to the requirements of applicable Any such Tax Law, each Pre-Closing Return Return(s) shall be prepared in a manner consistent with past practices of the Company, but in all cases practice (unless otherwise required by applicable Law) and shall be in conformity with submitted by Buyer to the Code, the United States Treasury Regulations and other primary authority. The Seller shall deliver any Pre-Closing Return (along with associated tax workpapers) to Buyer at least thirty (30) days prior to the due date on which (including extensions) of such Pre-Closing Return is required to be filed (taking into account extension) and in the case of a return due within 30 days after the Closing Date as soon as practicalTax Return(s). If Buyer disputes the Seller objects to any item on any such Pre-Closing Return prepared by the SellerTax Return(s), then it shall, within ten fifteen (1015) days after delivery of receiving such Pre-Closing ReturnTax Return(s), notify Buyer in writing that it so objects, specifying with particularity any such item for which it objects (the “Notice of Objection”). If a Notice of Objection is duly and timely delivered, then Buyer and the Seller of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act negotiate in good faith and use their reasonable best efforts to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is required to be fileditem(s). If Buyer and the Seller and are unable to reach such agreement on or before fifteen (15) days after receipt by Buyer cannot resolve any of the Notice of Objection, then the disputed item, the item in question item(s) shall be resolved by the Independent Auditor. The fees Auditor and expenses of any determination by the Independent Auditor attributable shall be final. The Independent Auditor shall resolve any disputed items within 20 days of having the item referred to it pursuant to such dispute shall be borne equally by the Seller and the Buyerprocedures as it may require. If the Independent Auditor is unable to resolve any disputed items before the dispute no later than 3 days prior to the filing due date of the Pre-Closing Return at issue (taking into account applicable extensionsfor such Tax Return(s), then such Pre-Closing Return the Tax Return(s) shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary Buyer and then amended to reflect the Independent Auditor’s final resolution resolution. The costs, fees and expenses of the disputed items. Seller Independent Auditor shall provide a copy of such Pre-Closing Returns to be borne equally by Buyer promptly after and the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______Seller.

Tax Returns. For any tax (a) Provant shall file or cause to be filed when due all Tax Returns that are required to be filed by or with respect to the Business for taxable years or periods commencing after December 14, 1999 and ending on or before the Closing Date, Seller shall prepare or cause to be prepared, at Seller’s expense, and timely file all Tax Returns for Company which are required to be filed after the Closing Date with respect to such tax periods (the “Pre-Closing Period”) and shall remit any Taxes due in respect of such Tax Returns”, and the Purchaser shall file or cause to be filed when due all Tax Returns that are required to be filed by or with respect to the Business for taxable years or periods ending after the Closing Date and shall remit any Taxes due in respect of such Tax Returns. With respect to Tax Returns to be filed by Purchaser for any periods for which Provant has any liability for the Taxes due (including pursuant to its indemnity obligations hereunder), Purchaser shall furnish a completed copy of such Tax Returns to Provant for Provant’s prior written consent (not to be unreasonably withheld) within a reasonable period of time prior to the due date for filing such Tax Returns (including extensions thereof). Subject Provant shall provide all federal and state income Tax Returns that are required to be filed with respect to the requirements of applicable Tax Law, each Pre-Closing Return Period to the Purchaser for its review a reasonable period of time prior to filing. All Tax Returns for the Pre-Closing Period and any Straddle Period shall be prepared and filed in a manner consistent with past practices practice and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns for prior periods, except as required by law. Provant or the Purchaser shall reimburse the other party for the Taxes for which Provant or the Purchaser is liable pursuant to Section 6.2 but which are payable with respect to Tax Returns to be filed by the other party pursuant to the second preceding sentence upon the written request of the Companyparty entitled to reimbursement, setting forth in detail the computation of the amount owed by Provant or the Purchaser, as the case may be, but in all cases shall be in conformity with the Code, the United States Treasury Regulations and other primary authority. The Seller shall deliver any Pre-Closing Return (along with associated tax workpapers) to Buyer at least thirty (30) no event earlier than 10 days prior to the due date on which such Pre-Closing Return is required to be filed (taking into account extension) and in the case of a return due within 30 days after the Closing Date as soon as practical. If Buyer disputes any item on any such Pre-Closing Return prepared by the Seller, it shall, within ten (10) days of receiving such Pre-Closing Return, notify the Seller of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Pre-Closing Return at issue (taking into account applicable extensions), then such Pre-Closing Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Tax Returns. (b) Except as required by law, neither the Purchaser nor any affiliate of the Purchaser shall cause or permit the amendment, refiling or other modification of (or grant an extension of any statute of limitation with respect to) any Tax Return relating in whole or in part to the Business with respect to any taxable year or period ending on or before the Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______Date (or with respect to any Straddle Period) without the prior written consent of Provant, which consent may be withheld in the sole discretion of Provant. (c) With respect to the taxable year of the Business that ends on the Closing Date, the Purchaser shall promptly prepare and provide to Provant a package of tax information materials, including schedules and work papers (the “Tax Package”), required by Provant to enable Provant to prepare and file all Tax Returns required to be prepared and filed by it pursuant to paragraph (a) of this Section 6.

Tax Returns. For any tax periods ending (a) The Company Entities shall prepare and timely file, or cause to be prepared and timely filed, at the Company Entities’ expense, all Tax Returns required to be filed by the Company Entities that are due on or before the Closing Date, Seller shall prepare or cause to be prepared, at Seller’s expenseDate (taking into account any extensions), and shall timely file pay all Taxes that are shown as due and payable on such Tax Returns for Company which are required to be filed after the Closing Date with respect to Returns. Any such tax periods (the “Pre-Closing Returns”). Subject to the requirements of applicable Tax Law, each Pre-Closing Return shall be prepared in a manner consistent with past practices practice of the Company, but in all cases shall be in conformity with the Code, the United States Treasury Regulations and other primary authorityCompany Entities (unless otherwise required by Law). The Seller Company Entities shall deliver submit to Parent any Pre-Closing income Tax Return (along together with associated tax workpapersschedules, statements and, to the extent requested by Parent, supporting documentation) to Buyer at least thirty (30) 30 days prior to the due date (including extensions) of such Tax Return for Parent’s review and comment, and the Company Entities shall consider in good faith such changes as are reasonably requested by Parent. (b) For U.S. federal and applicable state and local income tax purposes, as a result of the Merger, the taxable year of the Company shall end on the Closing Date and the Company shall become a member of the consolidated group of which such Pre-Parent is the common parent beginning on the date following the Closing Return is Date. Parent shall, at its expense, prepare and timely file, or cause to be prepared and timely filed, all Tax Returns required to be filed (taking into account extension) and in by the case of a return Company Entities that are due within 30 days after the Closing Date as soon as practical. If Buyer disputes any item on any such with respect to a Pre-Closing Tax Periods. Any such Tax Return shall be prepared in a manner consistent with past practice of the Company Entities (unless otherwise required by Law, except Parent shall file all such income Tax Returns in a manner consistent with the SellerCompany Entities’ position with respect to the inapplicability of 280E to such Company Entities as provided on the Company’s amended federal income Tax Returns for taxable years 2020 through 2023; provided that Parent shall not be obligated to file such income Tax Returns in such manner if, after the date of this Agreement, there is a subsequent change in applicable Tax law or regulation or the interpretation thereof by official IRS guidance, or a judicial decision published by a United States federal court, including the United States Tax Court (for the avoidance of doubt, disregarding any dicta or footnotes in any such decision), in each case, that materially and adversely affects the basis for such position), and, if it shallis an income or other material Tax Return, within ten shall be submitted by Parent to Stockholder Representative (10together with schedules, statements and, to the extent requested by Stockholder Representative, supporting documentation) at least 30 days prior to the due date (including extensions) of receiving such Tax Return for Stockholder Representative’s review and comment. Parent shall consider Stockholder Representative’s comments in good faith. The parties agree to treat any Transaction Tax Deductions as deductible in the Pre-Closing Return, notify Tax Period ending on the Seller of such disputed item (Closing Date to the extent supported by a “more likely than not” or items) and the basis for its objectionhigher reporting basis. Seller and Buyer The Parties shall act cooperate in good faith to resolve any dispute regarding all such dispute prior Tax Returns, and to the date on which extent Parent and Stockholder Representative are unable to resolve all disputes with respect to any such Tax Return, such items remaining in dispute shall be submitted to the relevant Independent Accountant for resolution in accordance with the provisions of Section 2.17(c)(iii)-(v). The preparation and filing of any Tax Return of the Company that does not relate in whole or in part to a Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question Tax Period shall be resolved exclusively within the control of Parent. Within ten (10) Business Days after payment by the Independent Auditor. The fees and expenses Parent of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior Taxes due with respect to the filing date of the any such Tax Return that relates to Pre-Closing Tax Periods, Stockholder Representative shall cause to be paid and/or released to Parent the amount of Taxes shown as due on such Tax Return at issue (taking into account applicable extensions), then such that are attributable to a Pre-Closing Return shall be filed as prepared by Tax Period (to the Seller, subject extent such Taxes due are not Excluded Taxes) in a manner consistent with the payment of any indemnifiable amounts owed to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______Parent under Section 6.03.

Tax Returns. For any tax (i) The Seller shall timely prepare and file, or cause to be timely prepared and filed, in a manner consistent with past practice, when due (taking into account all applicable extensions) all Tax Returns that are required to be filed by or with respect to Filene’s Basement, FB Services and FB Leasing for taxable periods ending on or before the Closing Date; provided, however, that (A) the Seller shall prepare deliver, or cause to be prepareddelivered, any of such Tax Returns that constitute income or franchise Tax Returns to the Purchaser at Sellerleast ten (10) days prior to the due date thereof for its review and (B) that any such Tax Return required to be filed by Filene’s expenseBasement, FB Services or FB Leasing shall be signed by an authorized representative of Filene’s Basement, FB Services or FB Leasing, as appropriate. The Seller shall pay or cause to be paid all Taxes shown as due on such Tax Returns. (ii) To the extent commercially reasonable, the Purchaser shall cause Filene’s Basement, FB Services and FB Leasing to timely file prepare and file, when due (taking into account all applicable extensions) all Tax Returns for Company which that are required to be filed by or with respect to Filene’s Basement, FB Services or FB Leasing for taxable periods ending after the Closing Date with respect to such tax periods (the “Pre-Closing Returns”). Subject to the requirements of applicable Tax Law, each Pre-Closing Return shall be prepared in a manner consistent with past practices of the Company, but in all cases shall be in conformity with the Code, the United States Treasury Regulations and other primary authorityDate. The Seller and each of its affiliates shall deliver any Pre-Closing Return cooperate with the Purchaser, Filene’s Basement, FB Services and FB Leasing in the preparation of such Tax Returns and shall provide assistance as reasonably requested by the Purchaser. At least ten (along with associated tax workpapers10) to Buyer at least thirty (30) business days prior to the due date on which such Pre-Closing Return is of any payment required to be filed made as shown or with respect to any such Tax Return, the Seller shall pay to the Purchaser the amount of Taxes attributable to any taxable period (taking into account extensionor portion thereof) and in the case of a return due within 30 days after ending on or before the Closing Date as soon as practical. If Buyer disputes any item on any such Pre-Closing Return prepared by the Seller, it shall, within ten (10) days of receiving such Pre-Closing Return, notify the Seller of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Pre-Closing Return at issue (taking into account applicable extensions), then such Pre-Closing Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______Date.

Tax Returns. For (a) Sellers shall prepare and timely file, or cause to be prepared and timely filed, in accordance with past practices of the Company and any Company Subsidiary unless otherwise required under applicable Law, (i) all Tax Returns of the Company and the Company Subsidiaries required to be filed (taking into account any applicable extension) on or before the Closing Date and (ii) any income Tax Returns (including any corresponding state or local Tax Returns) including the Company or any Company Subsidiaries for a tax period ending on or before the Closing Date even if such income Tax Returns are due after the Closing Date. Sellers shall pay, or cause to be paid, all Taxes shown to be due on such Tax Returns. No later than fifteen (15) days prior to the due date for filing any such Tax Return, taking into account any extensions of such filing date, Sellers will make such Tax Return available for review by Buyer and will modify such Tax Return, as reasonably and timely requested by Buyer and agreed upon by the Parties, before filing. If the Parties cannot agree on the requested modifications then any dispute as to the modifications shall be resolved by the Independent Accounting Firm. (b) Buyer will prepare and timely file, or cause to be prepared and timely filed, all Tax Returns with respect to the Company and any Company Subsidiary for Tax periods ending on or before the Closing Date, Seller shall prepare or cause to be prepared, at Seller’s expense, and timely file all Tax Returns for Company which Date that are required to be filed after the Closing Date with respect to and that are not covered by Section 5.5.1(a) and will prepare such tax periods (the “Pre-Closing Returns”). Subject to the requirements of applicable Tax Law, each Pre-Closing Return shall be prepared Returns in a manner consistent accordance with past practices of the CompanyCompany and any Company Subsidiary unless otherwise required under applicable Law. Sellers shall pay, but in or cause to be paid, all cases Taxes due with respect to such Tax Returns to Buyer at least two (2) Business Days before the payment of Taxes (including estimated Taxes) is due to the applicable Taxing Authority. No later than fifteen (15) days prior to the due date for filing any such Tax Return, taking into account any extensions of such filing date, Buyer will make such Tax Return available for review by Sellers and will modify such Tax Return, as reasonably and timely requested by Sellers, before filing such Tax Return. (c) Buyer shall prepare and timely file, or cause to be in conformity prepared and timely filed, any Tax Return required to be filed by the Company or any Company Subsidiary for a Straddle Period (a “Straddle Period Tax Return”). No later than fifteen (15) days prior to the due date for filing any such Tax Return, Buyer will make any material Straddle Period Tax Return available for review by Sellers and will modify such Tax Return, as reasonably and timely requested by Sellers, before filing. Sellers shall pay, or cause to be paid, all Taxes due with respect to any Straddle Period Tax Return to the Code, the United States Treasury Regulations and other primary authority. The Seller shall deliver extent allocable to any Pre-Closing Return Straddle Period (along with associated tax workpaperspursuant to Section 5.5.4) to Buyer at least thirty two (302) days prior Business Days before payment of Taxes (including estimated Taxes) is due to the date on which such Pre-Closing Return is required to be filed (taking into account extension) and in the case of a return due within 30 days after the Closing Date as soon as practical. If Buyer disputes any item on any such Pre-Closing Return prepared by the Seller, it shall, within ten (10) days of receiving such Pre-Closing Return, notify the Seller of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Pre-Closing Return at issue (taking into account applicable extensions), then such Pre-Closing Return shall be filed as prepared by the Seller, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______Taxing Authority.

Tax Returns. For any tax periods ending on or before (i) Subject to Section 5.1(m), the Closing Date, Seller Company shall prepare and timely file, or cause to be prepared, at Seller’s expense, prepared and timely file filed, all Tax Returns for of the Company which are and its Subsidiaries required to be filed on or prior to the Closing Date and shall timely remit, or cause to be remitted, to the appropriate Governmental Entity all Taxes reflected on such Tax Returns. Subject to the Tax Elections set forth in Section 6.13(e), such Tax Returns shall be prepared consistent with past practice and policies of the Company (except as required under applicable Law). (ii) Buyer shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns of the Company and its Subsidiaries required to be filed after the Closing Date with respect and shall timely remit, or cause to be remitted, to the appropriate Governmental Entity all Taxes reflected on such tax periods (Tax Returns, subject to the “Pre-Closing Returns”)Buyer Indemnified Parties’ right to indemnification pursuant to Article VIII of this Agreement. Subject to the requirements of applicable Tax LawElections set forth in Section 6.13(e), each Pre-Closing Return shall be prepared in a manner consistent with past practices of to the Company, but in all cases shall be in conformity with the Code, the United States Treasury Regulations and other primary authority. The Seller shall deliver extent such Tax Returns relate to any Pre-Closing Tax Period, such Tax Returns shall be prepared consistent with past practice and policies of the Company (except as required under applicable Law) and, to the extent permitted by applicable Law, Buyer shall cause the Company to utilize any available Tax Assets accrued in any Pre-Closing Tax Period against taxable income reported on any such Tax Returns. With respect to any such Tax Return that could reasonably be expected to give any Buyer Indemnified Party the right to be indemnified pursuant to Article VIII hereto, Buyer shall deliver a copy of such Tax Return to the Company Equityholder Representative for its review and comment not less than twenty (along with associated tax workpapers20) to Buyer at least thirty (30) days Business Days prior to the date on which such Pre-Closing Tax Return is required due to be filed (taking into account extension) and any applicable extensions), in the case of a return due within 30 days after income Tax Returns, and in such period of time prior to filing as Buyer shall reasonably determine to be practicable in the Closing Date as soon as practical. If Buyer disputes case of other Tax Returns, and shall make any item on any such Pre-Closing Return prepared changes reasonably requested by the Seller, it shall, within ten (10) days Company Equityholder Representative. Each of receiving such Pre-Closing Return, notify the Seller of such disputed item (or items) Buyer and the basis for its objection. Seller and Buyer Surviving Corporation shall act in good faith to resolve any such dispute prior provide to the date on which Company Equityholder Representative prompt access to all information reasonably requested by the relevant Pre-Closing Company Equityholder Representative in connection with the review of any Tax Return is required pursuant to be filed. If Seller and Buyer cannot resolve any disputed itemthis Section 6.13(a)(ii). (iii) For purposes of this Agreement, the item in question shall be resolved by the Independent Auditor. The fees and expenses portion of the Independent Auditor attributable any Taxes for any Straddle Period that are allocable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Pre-Closing Return at issue Tax Period shall be deemed to equal: (taking into account applicable extensionsi) in the case of Taxes that (x) are based upon or related to income or receipts or (y) imposed in connection with any sale or other transfer or assignment of property, other than Taxes described in Section 8.1(c)(iv), then the amount which would be payable if the taxable year ended with the Closing Date, and (ii) in the case of other Taxes imposed on a periodic basis (including property Taxes), the amount of such Pre-Taxes for the entire period multiplied by a fraction, the numerator of which is the number of calendar days in the period ending with the Closing Return Date and the denominator of which is the number of calendar days in the entire period. For purposes of allocating Taxes attributable to any partnerships or specified foreign corporations (within the meaning of Section 965(e) of the Code) in which the Company or any Subsidiary holds (with due regard to Section 958 of the Code) an equity interest as of the Closing Date, the taxable year of any such partnerships or specified foreign corporations shall be filed treated as prepared by ending on the Seller, subject Closing Date (without regard to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution any contrary provision of the disputed items. Seller shall provide a copy of such Pre-Closing Returns to Buyer promptly after the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______Law).

Tax Returns. For (a) Sellers shall timely prepare and file, or cause to be timely prepared and filed, all Tax Returns of the Company for all Tax periods ending on or prior to the Closing Date and timely pay, or cause to be paid, when due, all Taxes due by the Company relating to such returns. All such Tax Returns shall be prepared and filed in a manner consistent with prior practice, except as required by a change in applicable law. Neither Buyer nor any tax periods Affiliate of Buyer shall amend, refile or otherwise modify, or cause or permit the Company to amend, refile or otherwise modify, any Tax election or Tax Return with respect to any taxable period (or portion of any taxable period), ending on or before the Closing DateDate without the prior written consent of Sellers, Seller which consent shall not be unreasonably withheld or delayed. (b) Buyer shall timely prepare and file, or cause to be preparedtimely prepared and filed, at Seller’s expense, and timely file all Tax Returns of the Company for Company which are required to be filed taxable periods that begin before and end after the Closing Date with respect (“Straddle Periods”), and timely pay, or cause to be paid, when due, all Taxes relating to such tax periods (the “Pre-Closing Returns”)returns. Subject to the requirements of applicable All such Tax Law, each Pre-Closing Return Returns shall be prepared and filed in a manner consistent with past practices prior practice, except as required by a change in applicable law. Buyer shall provide, or cause to be provided, to Sellers a substantially final draft of each such Tax Return with respect to which Sellers may be responsible for the Company, but in all cases shall be in conformity with the Code, the United States Treasury Regulations and other primary authority. The Seller shall deliver payment of any Pre-Closing Return (along with associated tax workpapers) to Buyer Tax at least thirty (30) 30 days prior to the date on which due date, giving effect to extensions thereto, for filing such Pre-Closing Return is required to be filed (taking into account extension) and in the case of a return due within 30 days after the Closing Date as soon as practical. If Buyer disputes any item on any such Pre-Closing Return prepared by the Seller, it shall, within ten (10) days of receiving such Pre-Closing Tax Return, for review by Sellers. Sellers shall notify the Seller Buyer of any reasonable objections Sellers may have to any items set forth in such disputed item (or items) and the basis for its objection. Seller draft Tax Return and Buyer shall act and Sellers agree to consult and resolve in good faith to resolve any such dispute prior objection and to mutually consent to the date on which the relevant Pre-Closing Return is required to be filedfiling of such Tax Return. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 At least 10 days prior to the filing due date for such Tax Returns, giving effect to extensions thereto, Sellers shall pay to Buyer the amount of Taxes for which Sellers are responsible under Section 9.2 of the Asset Purchase Agreement, giving effect to Section 6.19(c) below. (c) For the sole purpose of appropriately apportioning any Taxes relating to a Straddle Period, such apportionment shall be made assuming that the Company had a taxable year that ended at the close of business on the Closing Date. In the case of property Taxes and similar Taxes which apply ratably to a taxable period, the amount of Taxes allocable to the portion of the Straddle Period ending on the Closing Date (i.e., the portion that is a Pre-Closing Return at issue (taking into account applicable extensions)Period) shall equal the Tax for the period multiplied by a fraction, then such Pre-Closing Return the numerator of which shall be filed as prepared by the Sellernumber of days in the period up to and including the Closing Date, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution and the denominator of which shall be the disputed items. Seller shall provide a copy total number of such Pre-Closing Returns to Buyer promptly after days in the filing of such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______period.