Common use of Tax Returns Clause in Contracts

Tax Returns. (a) Vista Outdoor shall, at its expense, prepare, or cause to be prepared, all Tax Returns that are required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Vista Outdoor or any of its Subsidiaries (including, for the avoidance of doubt, any Tax Returns that include members of the Revelyst Group) other than Revelyst Tax Returns (such Tax Returns, “Vista Outdoor Prepared Returns”). To the extent that a Vista Outdoor Prepared Return relates to Revelyst Taxes, Vista Outdoor shall provide Revelyst with a draft of any such Vista Outdoor Prepared Return for review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Vista Outdoor Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Vista Outdoor shall revise such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to the filing of any Vista Outdoor Prepared Return, (i) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared Return. (b) Revelyst shall, at its expense, prepare, or cause to be prepared, all Tax Returns that are required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Revelyst or any of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” and together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”). To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared Return. (c) The Parties shall prepare (or cause to be prepared) all Pre-Closing Tax Returns (i) in a manner consistent with (A) the past practice of Vista Outdoor, Revelyst or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests.

Tax Returns. (ai) Vista Outdoor shall, at its expense, prepare, Seller shall prepare (or cause to be prepared, ) and timely file (or cause to be filed) all Tax Returns that are required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Vista Outdoor or any of its Subsidiaries (including, for the avoidance of doubt, any Tax Returns that include members of the Revelyst Group) other than Revelyst Tax Returns Company (after giving effect to any valid extensions of the due date for filing any such Tax Returns, “Vista Outdoor Prepared Returns”)) for any Tax period ending on or before the Closing Date. To the extent that a Vista Outdoor Prepared Return relates to Revelyst Taxes, Vista Outdoor Seller shall provide Revelyst with a draft of any such Vista Outdoor Prepared Return for review and comment (i) in the case of submit such Tax Return for Income Taxes Returns to Buyer at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Vista Outdoor Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior giving effect to the filing deadline for such Tax Return, taking into account any valid extensions) of such Tax Returns for Buyer’s review and approval. Vista Outdoor Seller shall revise such Vista Outdoor Prepared Return to reflect reasonable implement any comments of Revelyst reasonably provided by Buyer at least ten fifteen (1015) days prior to the due date thereof (taking into account after giving effect to any valid extensions) to the extent of such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to the filing of any Vista Outdoor Prepared Return, (i) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and . (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor Buyer shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared Return. prepare (b) Revelyst shall, at its expense, prepare, or cause to be prepared, ) and timely file (or cause to be filed) all Tax Returns that are required of the Company (after giving effect to be filed after any valid extensions of the Closing Date due date for filing any Pre-Closing Tax Period or Straddle Period with respect to Revelyst or any of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” and together with the Vista Outdoor Prepared Returns, “Pre-Closing ) for any Straddle Period. Buyer shall submit such Tax Returns”). To the extent that a Revelyst Prepared Return relates Returns to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return Seller for its review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior giving effect to the filing deadline for such Tax Return, taking into account any valid extensions) of such Straddle Period Tax Returns. Revelyst Buyer shall revise such Revelyst Prepared Return to reflect reasonable consider in good faith any comments of Vista Outdoor reasonably provided by Seller at least ten fifteen (1015) days prior to the due date thereof (taking into account after giving effect to any valid extensions) of such Straddle Period Tax Returns. (iii) In the case of any Taxes that are payable with respect to a Straddle Period and based on or measured by income, gross or net receipts, sales, or payroll, the portion of such Taxes attributable to the extent pre-Closing portion of the Straddle Period will be determined on the basis of a deemed closing of the books and records of the Company as of the close of business on the Closing Date. In the case of any other Taxes that are payable with respect to a Straddle Period that are not Asset Taxes (the allocation of which is determined pursuant to Section 7.9(a)), the portion of such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior Taxes attributable to the filing of any Revelyst Prepared Return, (i) if a member pre-Closing portion of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount Straddle Period will be equal to the amount product of Vista Outdoor all such Taxes due with respect to such Revelyst Prepared Return and (ii) if multiplied by a member fraction, the numerator of which is the number of days in the pre-Closing portion of the Vista Outdoor Group Straddle Period, and the denominator of which is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to number of days in the amount of Revelyst Taxes due with respect to such Revelyst Prepared Return. (c) The Parties shall prepare (or cause to be prepared) all Pre-Closing Tax Returns (i) in a manner consistent with (A) entire Straddle Period. For the past practice of Vista Outdoor, Revelyst or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04. (d) For avoidance of doubt, (A) Vista Outdoor (x) for U.S. federal and all applicable state and local income Tax purposes, any liability that is assumed by Buyer in connection with the transactions contemplated hereby that is attributable to deferred revenue shall prepare and file (not be treated as giving rise to taxable income of Buyer or cause to be prepared and filed) all Tax Returns with respect to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests.its Affiliates under ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Corp. v.

Tax Returns. (a) Vista Outdoor shall, at its expense, prepare, or cause to be prepared, all Tax Returns that are required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Vista Outdoor or any of its Subsidiaries (including, for the avoidance of doubt, any Tax Returns that include members of the Revelyst Group) other than Revelyst Tax Returns (such Tax Returns, “Vista Outdoor Prepared Returns”). To the extent that a Vista Outdoor Prepared Return relates to Revelyst Taxes, Vista Outdoor shall provide Revelyst with a draft of any such Vista Outdoor Prepared Return for review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Vista Outdoor Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Vista Outdoor shall revise such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to the filing of any Vista Outdoor Prepared Return, (i) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared Return. (b) Revelyst shall, at its expense, prepare, or cause to be prepared, all Tax Returns that are required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Revelyst or any of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” and together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”). To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared Return. (c) The Parties Seller shall prepare (or cause to be prepared) (i) all Tax Returns of the Transferred Entities or in respect of the Transferred Assets or the Business with respect to taxable periods ending on or before the Closing Date (“Pre-Closing Tax Returns”) and (ii) all Combined Tax Returns. Pre-Closing Tax Returns (i) in of the Transferred Entities shall be prepared on a manner basis consistent with (A) the past practice practices of Vista Outdoor, Revelyst or the applicable Subsidiary Transferred Entity, except as otherwise required by applicable Law. Seller shall deliver to Purchaser for its review and reasonable comment no less than thirty (30) days prior to the extent such past practices are supportable at applicable filing deadline (taking into account applicable extensions) any Pre-Closing Tax Return with respect to a “more likely than not” or higher level of comfort and Transferred Entity (Bother a Combined Tax Return) the Intended Tax Treatment and that has a due date (iiincluding applicable extensions) treating Transaction Tax Deductions as accruing immediately before after the Closing Date and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the extent delivery of such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Pre-Closing Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Seller such Pre-Closing Tax Return Return. Purchaser shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be timely filed) all such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return Returns due after the Closing Date (including applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be subject satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the procedures set forth in extent Seller is liable for such Taxes pursuant to Section 4.0411.07. (db) For avoidance of doubt, (A) Vista Outdoor (x) Purchaser shall prepare and timely file (or cause to be prepared and timely filed) all Tax Returns required to be filed by the Transferred Entities or with respect to Vista Outdoor the Business or the Transferred Assets with respect to Straddle Periods other members than the Tax Returns covered in Section 8.04(a) (collectively, “Straddle Period Tax Returns”). All such Straddle Period Tax Returns shall be prepared on a basis consistent with past practices of the Vista Outdoor Group applicable Transferred Entity or, in the case of the Transferred Assets, the Business, except as otherwise required by Law. Purchaser shall deliver to Seller for its review and reasonable comment no less than thirty (30) days prior to the applicable filing deadline (taking into account applicable extensions), a copy of any such Straddle Period Tax Return proposed to be filed. Purchaser shall consider in good faith any reasonable written comments to any such Straddle Period Tax Return that Seller submits to Purchaser no later than ten (10) days following the delivery of such Straddle Period Tax Return to Seller. To the extent Seller is responsible pursuant to Section 11.07 for any amount of Taxes due with respect to such Straddle Period Tax Returns, Seller shall pay Purchaser such amount at least five (5) days before such Tax Return is due. (c) Purchaser and Seller shall act in good faith to resolve any disputes concerning any item on a Tax Return described in Sections 8.04(a) or 8.04(b). If Purchaser and Seller cannot resolve any disputed item, the item in question shall be resolved by the Accounting Arbitrator. The costs, fees and expenses of the Accounting Arbitrator shall be borne equally by Purchaser and Seller. If Purchaser and Seller are unable to resolve any such dispute prior to the date on which the relevant Tax Return is required to be filed, any such Tax Return shall be filed in the manner that the party responsible for filing such Tax Return pursuant to Section 8.04(a) or 8.04(b) deems correct, and such Tax Return shall be amended as necessary to reflect the final resolution of such dispute. (d) Except as contemplated by this Amended Agreement (including Section 8.06), Purchaser and its Affiliates (including after the Closing, the Transferred Entities) shall not, without the consent of Seller, which shall not be unreasonably withheld, conditioned or delayed, (a) amend, refile, revoke or otherwise modify any Tax Return or Tax election with respect to a Pre-Closing Tax Returns and Period, (yb) shall conduct (make any Tax election or cause change any accounting period or method with retroactive effect to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not any Pre-Closing Tax Returns and Period or that could otherwise be reasonably be expected to increase the Tax liability of Seller or its Affiliates with respect to a Pre-Closing Tax Period, or (yc) shall conduct take any action to extend the applicable statute of limitations with respect to any Tax Return for a Pre-Closing Tax Period. (or cause e) The parties hereto shall, to be conducted) all the extent permitted under applicable Tax Contests relating Law, elect to Taxes treat the Closing Date as the last day of Revelyst or other members any taxable period of the Revelyst Group Transferred Entities that are not Revelyst includes the Closing Date; provided that no party shall be required to amend any articles of association, change any financial accounting period, or otherwise take any action other than solely for Tax Contests or Vista Outdoor Tax Contestspurposes.

Tax Returns. (a) Vista Outdoor shall, at its expense, prepare, Parent shall prepare or cause to be prepared, prepared and file or cause to be filed when due all Tax Returns that are required to be filed after for taxable periods of each Business Entity other than Aleris Germany ending on or before the Closing Date for Date, and shall pay or cause to be paid any Pre-Closing Tax Period or Straddle Period with Taxes due in respect to Vista Outdoor or any of its Subsidiaries (including, for the avoidance of doubt, any Tax Returns that include members of the Revelyst Group) other than Revelyst Tax Returns (such Tax Returns, “Vista Outdoor Prepared Returns”). To the extent that a Vista Outdoor Prepared Return relates to Revelyst Taxessuch Taxes (including Taxes treated as Transaction Expenses) are taken into account as liabilities in the calculation of Net Working Capital, Vista Outdoor Parent shall provide Revelyst Buyer with a draft written notice of any such Vista Outdoor Prepared Return payment, and within ten (10) Business Days of receipt of such written notice of payment, Buyer shall reimburse Parent for review such Taxes. No later than ninety (90) days after the Closing Date, Buyer shall cause each Business Entity to furnish to Parent Tax information relating to such Business Entity, consistent with the past practice and comment custom of Sellers and such Business Entity. (b) Buyer shall procure that Aleris Germany (i) shall instruct a German tax adviser selected by Parent to prepare (observing comments and instructions of the Parent) all annual Tax Returns required to be filed for taxable periods of Aleris Germany ending on or before the Closing Date, (ii) shall review and sign off on the draft Tax Returns and (iii) instruct the tax adviser to file such Tax Returns when due. Parent shall pay or cause to be paid any Taxes due and payable by Aleris Germany in the case respect of such Tax Returns (except to the extent such Taxes (including Taxes treated as Transaction Expenses) are taken into account as liabilities in the calculation of Net Working Capital). No later than ninety (90) days after the Closing Date, Buyer shall cause Aleris Germany to furnish to Parent and the tax adviser Tax information relating to it, consistent with the past practice and custom of the Sellers and Aleris Germany. (c) Except as provided in Section 6.03(a), Section 6.03(b) and Section 6.03(e), Buyer shall prepare or cause to be prepared and file or cause to be filed when due all Tax Returns required to be filed by any Business Entity, and shall pay or cause to be paid any Taxes due in respect of such Tax Returns. (d) Any Tax Return required to be filed with respect to a Straddle Period of any Business Entity shall be prepared in accordance with the past practice and custom of Sellers and such Business Entity and shall be submitted (with copies of any relevant schedules, work papers and other documentation then available) to Parent for Income Taxes at least Parent’s written approval not less than thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Vista Outdoor Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to for the filing deadline for of such Tax Return, taking into account which written approval shall not be unreasonably withheld, conditioned or delayed. Parent shall have the option of providing to Buyer, at any valid extensions. Vista Outdoor shall revise such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided time at least ten fifteen (1015) days prior to the due date thereof (taking into account any valid extensions) date, written instructions as to the manner in which any, or all, of the items for which it may be liable hereunder shall be reflected on such Tax Return. Buyer shall, in preparing such Tax Return, cause the items for which Parent may be liable hereunder to be reflected in accordance with Parent’s instructions, to the extent such comments are consistent with the Agreed Tax Principles. permitted by Law. (e) The applicable Party Person required by applicable Law to file any Tax Returns or other documentation with respect to any Transfer Taxes shall prepare and file such Vista Outdoor Prepared Tax Returns shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to or other documentation and pay the filing of any Vista Outdoor Prepared Return, (i) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to thereto. Parent and Buyer shall each, and shall each cause their Affiliates to, cooperate in the timely preparation and filing of, and join in the execution of, any such Vista Outdoor Prepared Return Tax Returns and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared Returnother documentation. (bf) Revelyst shall, at its expense, prepare, or cause to be prepared, all Tax Returns that are required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Revelyst or any of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” and together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”). To the extent that a Revelyst Prepared Return relates party pays Taxes pursuant to Vista Outdoor Taxesthis Section 6.03 for which such party is not responsible under Section 6.01, Revelyst shall the paying party shall, in good faith, provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment the other party’s representative (i) in Parent or Buyer, as the case may be), with written notice of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (orpayment, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least within ten (10) days prior to Business Days of receipt of such written notice of payment, the due date thereof (taking into account any valid extensions) to non-paying party’s representative shall reimburse the extent such comments are consistent with paying party for the Agreed Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, (i) if a member non-paying party’s share of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared Returnpaid Taxes. (c) The Parties shall prepare (or cause to be prepared) all Pre-Closing Tax Returns (i) in a manner consistent with (A) the past practice of Vista Outdoor, Revelyst or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests.

Tax Returns. (a) Vista Outdoor shall, at its expense, prepare, Seller or a Tax Affiliate will include the income or loss of the Company for all Tax periods ending on or before the Closing Date on Seller’s or a Tax Affiliate’s timely filed income Tax Returns and will file all such Income Tax Returns when due (including extensions). Seller will cause all payroll filings to be prepared and made by ADP on behalf of the Company and will cause to be preparedfiled when due (including any extensions), all other Tax Returns of the Company for all Tax periods ending on or before the Closing Date for which Tax Returns have not been filed as of such date. Where such other Returns must be filed by the Company, then upon the request of Seller, Buyer will cause such Returns to be filed when due (including any extensions). Seller will submit copies (in the case of consolidated Returns the consolidating portion thereof applicable to the Company) to Buyer at least 30 days prior to the extended due date for Buyer’s review and comment, and thereafter file, all Tax Returns that are required to be filed by the Company after the Closing Date for any Pre-Closing all Tax Period periods ending on or Straddle Period with respect to Vista Outdoor or any of its Subsidiaries (including, for the avoidance of doubt, any Tax Returns that include members of the Revelyst Group) other than Revelyst Tax Returns (such Tax Returns, “Vista Outdoor Prepared Returns”). To the extent that a Vista Outdoor Prepared Return relates to Revelyst Taxes, Vista Outdoor shall provide Revelyst with a draft of any such Vista Outdoor Prepared Return for review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Vista Outdoor Prepared Return that is due less than thirty (30) days after before the Closing Date, as soon as reasonably practicable) . Seller or a Tax Affiliate will cause all such Returns to be accurate and (ii) complete in the case of any other such Tax Return as soon as reasonably practicable prior all material respects in accordance with applicable Laws and to the filing deadline for such Tax Return, taking into account any valid extensions. Vista Outdoor shall revise such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are be prepared on a basis consistent with the Agreed Tax Principles. The applicable Party required Returns filed by Law to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to the filing of any Vista Outdoor Prepared Return, (i) if a member or on behalf of the Vista Outdoor Group is Company for the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared Returnpreceding Tax period. (b) Revelyst shall, at its expense, prepare, or cause to be prepared, Buyer will prepare and file when due (including any extensions) all Tax Returns that are required to be filed of the Company for Tax periods ending after the Closing Date Date; provided, however, that Buyer will submit copies of all such Tax Returns for any Pre-Tax period that includes the Closing Tax Period or Straddle Period with respect to Revelyst Date or any of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” and together with period prior to the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”). To the extent that a Revelyst Prepared Return relates Date to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment (i) in the case of such Tax Return for Income Taxes Seller at least thirty (30) 30 days prior to the extended due date thereof taking into account any valid extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) for Seller’s review and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared Returncomment. (c) The Parties shall prepare (or cause to be prepared) all Pre-Closing Tax Returns (i) in a manner consistent with (A) the past practice of Vista Outdoor, Revelyst or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests.

Tax Returns. (a) Vista Outdoor shall, at its expense, prepare, or cause to be prepared, all Tax Returns that are required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Vista Outdoor or any of its Subsidiaries (including, for the avoidance of doubt, any Tax Returns that include members of the Revelyst Group) other than Revelyst Tax Returns (such Tax Returns, “Vista Outdoor Prepared Returns”). To the extent that a Vista Outdoor Prepared Return relates to Revelyst Taxes, Vista Outdoor shall provide Revelyst with a draft of any such Vista Outdoor Prepared Return for review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Vista Outdoor Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Vista Outdoor shall revise such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to the filing of any Vista Outdoor Prepared Return, (i) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared Return. (b) Revelyst shall, at its expense, prepare, or cause to be prepared, all Tax Returns that are required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Revelyst or any of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” and together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”). To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared Return. (c) The Parties Seller shall prepare (or cause to be prepared) (i) all Tax Returns of the Transferred Entities or in respect of the Transferred Assets or the Business with respect to taxable periods ending on or before the Closing Date (“Pre-Closing Tax Returns”) and (ii) all Combined Tax Returns. Pre-Closing Tax Returns (i) in of the Transferred Entities shall be prepared on a manner basis consistent with (A) the past practice practices of Vista Outdoor, Revelyst or the applicable Subsidiary Transferred Entity, except as otherwise required by applicable Law. Seller shall deliver to Purchaser for its review and reasonable comment no less than thirty (30) days prior to the extent such past practices are supportable at applicable filing deadline (taking into account applicable extensions) any Pre-Closing Tax Return with respect to a “more likely than not” or higher level of comfort and Transferred Entity (Bother a Combined Tax Return) the Intended Tax Treatment and that has a due date (iiincluding applicable extensions) treating Transaction Tax Deductions as accruing immediately before after the Closing Date and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the extent delivery of such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Pre-Closing Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Seller such Pre-Closing Tax Return Return. Purchaser shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be timely filed) all such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return Returns due after the Closing Date (including applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be subject satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the procedures set forth in extent Seller is liable for such Taxes pursuant to Section 4.0411.07. (db) For avoidance of doubt, (A) Vista Outdoor (x) Purchaser shall prepare and timely file (or cause to be prepared and timely filed) all Tax Returns required to be filed by the Transferred Entities or with respect to Vista Outdoor the Business or the Transferred Assets with respect to Straddle Periods other members than the Tax Returns covered in Section 8.04(a) (collectively, “Straddle Period Tax Returns”). All such Straddle Period Tax Returns shall be prepared on a basis consistent with past practices of the Vista Outdoor Group applicable Transferred Entity or, in the case of the Transferred Assets, the Business, except as otherwise required by applicable Law. Purchaser shall deliver to Seller for its review and reasonable comment no less than thirty (30) days prior to the applicable filing deadline (taking into account applicable extensions), a copy of any such Straddle Period Tax Return proposed to be filed. Purchaser shall consider in good faith any reasonable written comments to any such Straddle Period Tax Return that Seller submits to Purchaser no later than ten (10) days following the delivery of such Straddle Period Tax Return to Seller. To the extent Seller is responsible pursuant to Section 11.07 for any amount of Taxes due with respect to such Straddle Period Tax Returns, Seller shall pay Purchaser such amount at least five (5) days before such Tax Return is due. (c) Purchaser and Seller shall act in good faith to resolve any disputes concerning any item on a Tax Return described in Sections 8.04(a) or 8.04(b). If Purchaser and Seller cannot resolve any disputed item, the item in question shall be resolved by the Accounting Arbitrator. The costs, fees and expenses of the Accounting Arbitrator shall be borne equally by Purchaser and Seller. If Purchaser and Seller are unable to resolve any such dispute prior to the date on which the relevant Tax Return is required to be filed, any such Tax Return shall be filed in the manner that the party responsible for filing such Tax Return pursuant to Section 8.04(a) or 8.04(b) deems correct, and such Tax Return shall be amended as necessary to reflect the final resolution of such dispute. (d) Except as contemplated by this Agreement (including Section 8.06), Purchaser and its Affiliates (including after the Closing, the Transferred Entities) shall not, without the consent of Seller, which shall not be unreasonably withheld, conditioned or delayed, (a) amend, refile, revoke or otherwise modify any Tax Return or Tax election with respect to a Pre-Closing Tax Returns and Period, (yb) shall conduct (make any Tax election or cause change any accounting period or method with retroactive effect to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not any Pre-Closing Tax Returns and Period or that could otherwise be reasonably be expected to increase the Tax liability of Seller or its Affiliates with respect to a Pre-Closing Tax Period, or (yc) shall conduct take any action to extend the applicable statute of limitations with respect to any Tax Return for a Pre-Closing Tax Period. (or cause e) The parties hereto shall, to be conducted) all the extent permitted under applicable Tax Contests relating Law, elect to Taxes treat the Closing Date as the last day of Revelyst or other members any taxable period of the Revelyst Group Transferred Entities that are not Revelyst includes the Closing Date; provided that no party shall be required to amend any articles of association, change any financial accounting period, or otherwise take any action other than solely for Tax Contests or Vista Outdoor Tax Contestspurposes.

Tax Returns. (a) Vista Outdoor shall, at its expense, prepareSeller shall prepare and timely file or shall cause to be prepared and timely filed (i) any Tax Return of a member of the Seller Group or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or with respect to any member of the Alkali Group for any taxable period that ends on or before the Closing Date (a “Pre-Closing Separate Tax Return”). Seller shall timely file or cause to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions). Seller shall deliver, or cause to be prepareddelivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least fifteen (15) days prior to the due date for filing such Tax Returns (taking into account any extensions) and Purchaser shall timely file or cause to be timely filed such Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Period Return and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or Straddle Period revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s 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 7.4(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 relevant member of the Alkali Group. (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.4(a), Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to Vista Outdoor or any of its Subsidiaries (including, for the avoidance of doubt, any Tax Returns that include members of the Revelyst Alkali Group) other than Revelyst Tax Returns (such Tax Returns, “Vista Outdoor Prepared Returns”). To the extent that a Vista Outdoor Prepared Return relates to Revelyst Taxes, Vista Outdoor shall provide Revelyst with a draft of any such Vista Outdoor Prepared Return for review and comment (i) in In the case of any such Tax Return for Income Taxes a Straddle Period (a “Straddle Period Separate Tax Return”), Purchaser shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant member of the Alkali Group (except to the extent otherwise required by a change in Law). Purchaser shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of such Straddle Period Separate Tax Returns at least thirty (30) days prior to the due date thereof therefor (taking into account any valid extensions (or, in the case of extensions). Seller shall provide any Vista Outdoor Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior comments to the filing deadline for such Tax Return, taking into account any valid extensions. Vista Outdoor shall revise such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided at least Purchaser within ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Prepared Returns shall timely file of receipt of any such Vista Outdoor Prepared ReturnsStraddle Period Separate Tax Return and Purchaser shall revise such Straddle Period Separate Tax Return to reflect any reasonable comments received from Seller. Purchaser shall not amend or revoke any such Straddle Period Separate Tax Returns (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At least three (3) days prior to the filing of any Vista Outdoor Prepared Return, (i) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return Seller’s reasonable request and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared Return. (b) Revelyst shall, at its expense, preparePurchaser shall file, or cause to be preparedfiled, all Tax Returns that are required to be filed after the Closing Date for any Pre-Closing Tax Period or amended Straddle Period with respect to Revelyst or any of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Separate Tax Returns, “Revelyst Prepared Returns” and together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”). To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared Return. (c) The Parties shall prepare (or cause to be prepared) all Pre-Closing Tax Returns (i) in a manner consistent with (A) the past practice of Vista Outdoor, Revelyst or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests.

Tax Returns. (ai) Vista Outdoor shall, at its expense, prepare, Sellers shall prepare (or cause to be prepared, ) and ZoneCare shall timely file for all taxable periods ending on or before the Closing Date (a “Pre-Effective Period”) all Tax Returns that are required to be filed after the Closing Effective Date for any by or on behalf of ZoneCare (the “Pre-Closing Effective Period Tax Returns”). The preparation of such Tax Returns and the positions taken thereon shall be consistent in all respects with ZoneCare’s past tax accounting principles and practices. (ii) The Company shall prepare and timely file (or cause to be prepared and timely filed) for all taxable periods beginning before and ending after the close of the Effective Date (a “Straddle Period”), all Tax Returns required to be filed after the Effective Date by ZoneCare. For purposes of this Agreement, the portion of the Straddle Period or ending on and including the Effective Date shall be referred to as the “Pre-Effective Straddle Period” and the portion of the Straddle Period beginning after the Effective Date shall be referred to as the “Post-Effective Straddle Period”. Any such Taxes for a Straddle Period with respect to Vista Outdoor or any ZoneCare shall be apportioned to the Pre-Effective Straddle Period based on the actual operations of its Subsidiaries (includingZoneCare during the portion of such period ending on and including the Effective Date, for determined as though ZoneCare’s books closed at the avoidance close of doubt, the Effective Date. The cost and expenses of preparing any Tax Returns that include members of Return for a Straddle Period shall be borne by the Revelyst GroupCompany. (iii) other than Revelyst All Tax Returns (such Tax Returns, “Vista Outdoor Prepared Returns”). To the extent that a Vista Outdoor Prepared Return relates referred to Revelyst Taxes, Vista Outdoor in Sections 4.4(b)(i) shall provide Revelyst with a draft of any such Vista Outdoor Prepared Return for be subject to review and comment approval by the Company, and all Tax Returns referred to in Section 4.4(b)(ii) which affect the liability of Sellers for Taxes pursuant to this Agreement or otherwise shall be subject to review and approval by Sellers, in each case prior to filing, and such approval shall not be unreasonably withheld or delayed by either such party. The party charged with responsibility to prepare a Tax Return subject to review (ithe “Preparing Party”) in the case of shall present such Tax Return for Income Taxes at least to the other party (the “Reviewing Party”) no less than thirty (30) days prior to the due date thereof taking into account any valid extensions (orincluding extensions) for filing the Tax Return. The parties shall cooperate with one another by making available for review all related work papers and analyses utilized in preparing the Tax Return and all related books, in the case of any Vista Outdoor Prepared Return that is due less than thirty records and personnel for this purpose without cost. Within fifteen (3015) days after receipt of the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensionsthe Reviewing Party shall communicate to the Preparing Party as to whether it concurs with the Tax Return or, if not, stating its exceptions thereto, together with the reasons and supporting information relating to such exceptions. Vista Outdoor If there are no such exceptions or such exceptions are resolved by the parties, then such resolution shall revise be the final determination. If such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided at least exceptions cannot be resolved by the parties within ten (10) business days prior after delivery of the list of exceptions, the dispute shall be submitted to an independent tax consultant who shall make a final determination in accordance with the terms of this Agreement within fifteen (15) days after submission to such independent tax consultant. The independent tax consultant shall be one of the “Big Four” public accounting firms or a law firm with a nationally recognized tax practice with no material relationship to the due date thereof (taking into account any valid extensions) parties or their affiliates, and such independent tax consultant shall be chosen by agreement of the parties, or if they are unable to agree, chosen by lot from an equal number of nominees submitted by each party. The fees and expenses of the independent tax consultant shall be allocated by it in inverse proportion to the extent adjustment granted the Reviewing Party. For example, if such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to the filing of any Vista Outdoor Prepared Return, (i) if tax consultant grants a member portion of the Vista Outdoor Group is exceptions proposed by the filing party, Revelyst shall pay to Vista Outdoor Reviewing Party that results in an amount equal adjustment to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) if a member owed that is 25% of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal total adjustment to the amount of Vista Outdoor Taxes due owed that would have occurred had all of the Reviewing Party’s proposed exceptions been granted, it shall assess the Reviewing Party with respect to such Vista Outdoor Prepared Return. (b) Revelyst shall, at its expense, prepare, or cause to be prepared, all Tax Returns that are required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Revelyst or any 75% of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” fees and together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”). To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principlesexpenses. The applicable Party required by Law to file such Revelyst Prepared Returns independent tax consultant’s decision shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Returnbe final and binding upon, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared Return. (c) The Parties shall prepare (or cause to be prepared) all Prenon-Closing Tax Returns (i) in a manner consistent with (A) the past practice of Vista Outdoor, Revelyst or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii)appealable by, the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04parties. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests.

Tax Returns. (a) Vista Outdoor shall, at its expense, prepare, The Corporation shall prepare and file or cause to be preparedprepared and filed in a timely manner, all Pass-Through Tax Returns that are required to be filed after by the Closing Date LLC and its Subsidiaries for any Pre-Closing Tax Period or Straddle Period Period. All such Pass-Through Tax Returns shall be prepared, and any positions and elections relating thereto made, in a manner consistent with the prior practice of the applicable entity to the extent permitted by applicable Law. The Corporation shall (i) use commercially reasonable efforts to cause LLC to deliver to each Pre-Closing LLC Member a draft Schedule K-1 with respect to Vista Outdoor each Pre-Closing Tax Period within ninety (90) days after the end of such Pre-Closing Tax Period (and the Corporation shall cause such draft Schedule K-1 to be delivered within one hundred twenty (120) days after the end of the applicable Pre-Closing Tax Period, it being understood that, in the case of a draft Schedule K-1 with respect to a Straddle Period of the LLC, references in this clause (i) to the “Pre-Closing Tax Period” shall be interpreted as references to such Straddle Period), (ii) use commercially reasonable efforts to provide to each such Pre-Closing LLC Member at such time of delivery of such draft Schedule K-1 good faith estimates of such other information reasonably requested by the TPG Nominee, the TB Nominee and the Intel Nominee to assist in tax compliance matters, (iii) furnish to each such Pre-Closing LLC Member as soon as reasonably practicable after the close of the applicable Pre-Closing Tax Period, such information concerning LLC and its Subsidiaries with respect to such Pre-Closing Tax Period as is required to enable such Member (or any beneficial owner of its Subsidiaries such Member) to pay estimated taxes or as is requested by such Member for compliance with such Member’s tax obligations (including, for or the avoidance obligations of doubt, any Tax Returns that include members beneficial owner(s) of the Revelyst Group) other than Revelyst Tax Returns (such Tax Returns, “Vista Outdoor Prepared Returns”Member). To Further, the extent that a Vista Outdoor Prepared Return relates Corporation shall make available to Revelyst Taxes, Vista Outdoor shall provide Revelyst with the TPG Nominee and the Intel Nominee a draft of any such Vista Outdoor Prepared Return for review and comment (i) in the case of such Pass-Through Tax Return for Income Taxes described in this Section 6(b) at least thirty (30) calendar days prior to the due date thereof (taking into account valid extensions) for filing such Pass-Through Tax Return for the TPG Nominee’s and the Intel Nominee’s review and approval (which approval shall not be unreasonably withheld or delayed). The TPG Nominee, the Intel Nominee and the Corporation shall attempt in good faith to resolve any disagreements regarding such Pass-Through Tax Returns prior to the applicable due date for filing (taking into account valid extensions extensions). If the TPG Nominee, the Intel Nominee and the Corporation do not resolve such disagreements on a mutually agreeable basis within twenty (or, in the case of any Vista Outdoor Prepared Return that is due less than thirty (3020) calendar days after the Closing Date, as soon as reasonably practicable) TPG Nominee’s and (ii) in the case Intel Nominee’s receipt of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such draft Pass-Through Tax Return, taking into account any valid extensions. Vista Outdoor the remaining disputed items shall revise such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided at least be resolved within an additional ten (10) calendar days prior by a “Big 4” accounting firm reasonably acceptable to the due date thereof TPG Nominee, the Intel Nominee and the Corporation (taking into account any valid extensionsthe “Referral Firm”) to the extent determinations of which shall be final and binding on the parties hereto), with costs and expenses of such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to the filing of any Vista Outdoor Prepared Return, (i) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared Return. (b) Revelyst shall, at its expense, prepare, or cause Referral Firm to be prepared, all Tax Returns that are required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Revelyst or any of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” and together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”). To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared Return. (c) The Parties shall prepare (or cause to be prepared) all Pre-Closing Tax Returns (i) in a manner consistent with (A) the past practice of Vista Outdoor, Revelyst or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed borne by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04Corporation. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests.

Tax Returns. (a) Vista Outdoor shallThrough the Closing, at its expense, prepare, Sellers shall cause each of the Companies to continue their current tax treatment as (a) partnerships or cause to be prepared, all Tax Returns (b) entities that are disregarded as separate from their owner for federal income tax purposes pursuant to Treasury Regulation Section 301.7701-3(b)(1), and the operations of each of the Companies through the Effective Time shall be reflected on the federal income Tax Return of its owners. The income of the Companies will be apportioned to the period up to and including the Effective Time, and the period after the Effective Time by closing the books of the Companies as of the Effective Time except as otherwise provided below in Section 7.1(c). (b) With respect to any Tax Return of a Company covering a taxable period ending on or before the Effective Time that is required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Vista Outdoor or any of its Subsidiaries (includingEffective Time, for the avoidance of doubt, any Tax Returns that include members of the Revelyst Group) other than Revelyst Tax Returns (such Tax Returns, “Vista Outdoor Prepared Returns”). To the extent that a Vista Outdoor Prepared Return relates to Revelyst Taxes, Vista Outdoor Sellers shall provide Revelyst with a draft of any such Vista Outdoor Prepared Return for review and comment (i) in the case of cause such Tax Return for Income Taxes at least thirty to be prepared and shall cause to be included in such Tax Return all Tax items required to be included therein. Not later than fifteen (3015) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Vista Outdoor Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for each such Tax Return, taking into account any valid extensions. Vista Outdoor Sellers shall revise deliver a copy of such Vista Outdoor Prepared Tax Return to reflect Buyer together with a statement of the difference, if any, of the amount of Tax shown due on such Tax Return over the amount set up as a liability for such Tax (for the period through the Effective Time) in the Final Net Working Capital. Sellers shall make all reasonable comments of Revelyst provided at least changes to such Tax Return requested by Buyer not later than ten (10) days prior to the due date thereof of such Tax Return. If the Tax shown on the Tax Return exceeds the amount set up as a liability for the Tax (taking into account any valid extensionsfor the period through the Effective Time) to in the extent Final Net Working Capital, not later than the due date of such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to the filing of any Vista Outdoor Prepared Return, (i) if a member of the Vista Outdoor Group is the filing party, Revelyst Sellers shall pay to Vista Outdoor an amount equal to Buyer the amount of Revelyst Taxes such excess. If the amount set up as a liability for the Tax (for the period through the Effective Time) in the Final Net Working Capital exceeds the Tax shown on the Tax Return, not later than the due with respect to date of such Vista Outdoor Prepared Return and (ii) if a member of the Revelyst Group is the filing partyTax Return, Vista Outdoor Buyer shall pay to Revelyst an amount equal to Sellers the amount of Vista Outdoor such excess. Buyer shall cause the Company to file the Tax Return and timely pay the Taxes shown due with respect to on such Vista Outdoor Prepared Tax Return. (bc) Revelyst shall, at its expense, prepare, With respect to any Tax Return of a Company covering a taxable period beginning on or cause to be prepared, all Tax Returns before the Effective Time and ending after the Effective Time that are is required to be filed after the Closing Date Effective Time, Buyer shall cause such Tax Return to be prepared and shall cause to be included in such Tax Return all Tax items required to be included therein. Buyer shall determine (by an interim closing of the books as of the Effective Time except for any Pre-Closing ad valorem Taxes and franchise taxes based solely on capital which shall be prorated on a daily basis) the Tax Period or Straddle Period which would have been due with respect to Revelyst or any of its Subsidiaries other than any Vista Outdoor Prepared Returns (the period covered by such Tax Returns, “Revelyst Prepared Returns” and together with Return if such taxable period ended on the Vista Outdoor Prepared Returns, Effective Time (the “Pre-Closing Tax ReturnsTax”). To For this purpose, any franchise Tax paid or payable with respect to a Company shall be allocated to the extent that a Revelyst Prepared Return relates taxable period for which payment of the Tax provides the right to Vista Outdoor Taxesengage in business, Revelyst shall provide Vista Outdoor a draft regardless of any Revelyst Prepared Return for its review and comment (i) in the case taxable period during which the income, operations, assets or capital comprising the base of such Tax Return for Income Taxes at least thirty is measured. Not later than fifteen (3015) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for each such Tax Return, taking into account any valid extensions. Revelyst Buyer shall revise deliver a copy of such Revelyst Prepared Tax Return to reflect Sellers for their review. Buyer shall make all reasonable comments of Vista Outdoor provided at least changes to such Tax Return requested by Sellers not later than ten (10) days prior to the due date thereof (taking into account any valid extensions) to of such Tax Return. Not later than the extent such comments are consistent with due date of the Agreed Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, either (i) if a member of the Revelyst Group is the filing party, Vista Outdoor Sellers shall pay to Revelyst an amount equal to Buyer the excess, if any, of the Pre-Closing Tax over the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and set up as a liability for the Pre-Closing Tax in the Final Net Working Capital, or (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst Buyer shall pay to Vista Outdoor an amount equal to Sellers the excess, if any, of the amount of Revelyst set up as a liability for the Pre-Closing Tax in the Final Net Working Capital over the Pre-Closing Tax. Buyer shall cause the Company to file the Tax Return and timely pay the Taxes shown due with respect to on such Revelyst Prepared Tax Return. (cd) The Parties Any Tax Return prepared pursuant to the provisions of this Section 7.1 shall prepare (or cause to be prepared) all Pre-Closing Tax Returns (i) prepared in a manner consistent with practices followed in prior years with respect to similar Tax Returns, except as otherwise required by Law or fact. Any dispute arising pursuant to the provisions of Section 7.1(b) or Section 7.1(c) shall be resolved pursuant to procedures comparable to the procedures applicable under Section 2.4(d). (Ae) Buyer and Sellers shall cooperate fully, and Buyer shall cause each of the past practice of Vista OutdoorCompanies to cooperate fully, Revelyst or the applicable Subsidiary as and to the extent such past practices are supportable at reasonably requested by the other Party, in connection with the preparation and filing of Tax Returns pursuant to this Section 7.1 (and Section 7.6), requests for the provision of any information or documentation within the knowledge or possession of the other Party as reasonably necessary to facilitate compliance with financial reporting obligations arising under FASB Statement No. 109 (including without limitation, compliance with Financial Accounting Standards Board Interpretation No. 48), and any audit, litigation or other proceeding (each a “more likely than not” or higher level of comfort Tax Proceeding”) with respect to Taxes. Such cooperation shall include access to, the retention and (Bupon the other Party’s request) the Intended provision of records and information which are reasonably relevant to any such Tax Treatment Return or Tax Proceeding, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Sellers will, and Buyer will and will cause the Companies to, (i) retain all books and records with respect to Tax matters pertinent to the Companies relating to any taxable period beginning before the Effective Time until the later of six (6) years after the Effective Time or the expiration of the applicable statute of limitations of the respective taxable periods (including any extensions thereof), and to abide by all record retention agreements entered into with any Tax Authority, and (ii) treating Transaction Tax Deductions as accruing immediately before give the Closing other party reasonable written notice prior to the extent transferring, destroying or discarding any such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) books and (ii), the “Agreed Tax Principles”); provided thatrecords and, if the Party reviewing other party so requests, Buyer or Sellers, as the case may be, shall allow the other party to take possession of such books and records. Buyer and Sellers each agree, upon request, to use Reasonable Efforts to obtain any certificate or other document from any Tax Return objects Authority or any other Person as may be necessary to whether a position is supportable at a “more likely than not” mitigate, reduce or higher level of comfort, the Party preparing the eliminate any Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall could be entitled to timely file (or cause to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns imposed with respect to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Conteststransactions contemplated hereby.

Tax Returns. (ai) Vista Outdoor shall, at its expense, prepareThe Company shall prepare and timely file, or cause to be preparedprepared or timely filed, all Tax Returns in respect of any member of the Company Group that are required to be filed (taking into account any extension) on or before the Closing Date, and shall pay, or cause to be paid, all Taxes of the Company Group 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 past practices of such member, except as required by applicable law. (ii) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns for each member of the Company Group for any periods ending on or prior to the Closing Date that are filed after the Closing Date and all Tax Returns for the Company Group for any Pre-Closing Tax Period or Straddle Period with respect to Vista Outdoor or any of its Subsidiaries (including, for the avoidance of doubt, any Periods. Such Tax Returns that include members shall be prepared on a basis consistent with the most recent Tax Returns of the Revelyst applicable member of the Company Group) other . Not later than Revelyst Tax Returns (such Tax Returns, “Vista Outdoor Prepared Returns”). To the extent that a Vista Outdoor Prepared Return relates to Revelyst Taxes, Vista Outdoor shall provide Revelyst with a draft of any such Vista Outdoor Prepared Return for review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account for filing of such Tax Returns, Parent shall provide the Stockholder Representative with drafts of such Tax Returns. The parties shall work together in good faith to resolve any valid extensions differences and to the extent such differences have not been resolved, the principles of Section 2.9 shall apply thereto. Parent shall make any changes to the Tax Returns as finally determined pursuant to the preceding sentence and shall file such Tax Returns consistent therewith. For purposes of this Agreement, the portion of Taxes payable for any Straddle Period allocable to the Pre-Closing Tax Period will be (or, i) in the case of any Vista Outdoor Prepared Return that Property Taxes, deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is due less than thirty (30) the number of calendar days after of such Straddle Period in the Pre-Closing Date, as soon as reasonably practicable) Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year of the Company terminated at the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis. (iii) Except as specifically provided in Section 6.8(b), neither Parent or the Surviving Corporation, nor any other such of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any Tax Return as soon as reasonably practicable prior relating in whole or in part to the filing deadline Company with respect to any Pre-Closing Tax Period, except as required by a Taxing Authority or applicable Law, without the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such Tax Returnfiling, taking into account any valid extensions. Vista Outdoor shall revise such Vista Outdoor Prepared Return amendment, refiling, or otherwise modification could be expected to reflect reasonable comments of Revelyst provided at least ten (10) days prior result in liability to the due date thereof Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (taking into account any valid extensionsor similar provisions of state, local or foreign law) with respect to the extent such comments are consistent with transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Prepared Returns Closing, shall timely file any such Vista Outdoor Prepared Returns. At least three (3permit the Surviving Corporation to) days prior to the filing of any Vista Outdoor Prepared Return, (i) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to such Vista Outdoor Prepared Return and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared Return. (b) Revelyst shall, at its expense, prepare, or cause to be prepared, all Tax Returns that are required to be filed after the Closing Date Company for any Pre-Closing Tax Period or Straddle Period with respect to Revelyst or Period, (ii) on the Closing Date after the Closing, take any action outside of its Subsidiaries the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” and together with election of the Vista Outdoor Prepared Returns, “Company that has retroactive effect to a Pre-Closing Tax Returns”). To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared ReturnPeriod. (c) The Parties shall prepare (or cause to be prepared) all Pre-Closing Tax Returns (i) in a manner consistent with (A) the past practice of Vista Outdoor, Revelyst or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests.

Tax Returns. (a) Vista Outdoor shallSeller assist the Buyer, at its expenseno cost, preparewith the preparation of all Tax Returns for each Company for all taxable periods ending on or before the Closing Date (“Pre-Closing Periods”) that are due after the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices with respect to such items, unless otherwise required by Law. Not less than five (5) days before the filing of any such Pre-Closing Period Tax Return, Seller shall pay to Buyer an amount equal to the Taxes shown as due on such Tax Returns (including any withholding taxes required to be paid by the Company for Seller-level Taxes). (b) Buyer shall prepare or cause to be prepared, all Tax Returns that are required prepared and file or cause to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Vista Outdoor or any of its Subsidiaries (including, for the avoidance of doubt, any Tax Returns that include members of each Company for Straddle Periods and Seller assist the Revelyst Group) other than Revelyst Tax Returns (Buyer, at no cost, with the preparation of all such Tax Returns, “Vista Outdoor Prepared Returns”). To the extent such Tax Returns relate to the Pre-Closing Partial Tax Period, Buyer shall provide Seller with reasonable opportunity to review and comment on each such Tax Return described in the preceding sentence before filing, and shall make changes to such Tax Returns reasonably requested by Seller. Seller shall be jointly responsible for the payment of the amount equal to the portion of such Taxes, if any, that a Vista Outdoor Prepared Return relates to Revelyst Taxesthe Pre-Closing Partial Tax Period, Vista Outdoor and shall provide Revelyst with a draft pay to Buyer such amounts not less than five (5) days before the filing of any such Vista Outdoor Prepared Return for review and comment Straddle Period Tax Return. For purposes of this Agreement, in the case of any Taxes that are imposed with respect to a Straddle Period, the portion of such Tax which relates to the Pre-Closing Partial Tax Period shall (i) in the case of Taxes imposed on a periodic basis (such Tax Return as real or personal property Taxes), the amount of such Taxes for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions Straddle Period (or, in the case of any Vista Outdoor Prepared Return that such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a fraction, the numerator of which is due less than thirty (30) the number of calendar days after in the Straddle Period ending on and including the Closing DateDate and the denominator of which is the number of calendar days in the entire relevant Straddle Period, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax ReturnTax, taking into account any valid extensions. Vista Outdoor shall revise such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to the filing of any Vista Outdoor Prepared Return, (i) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount be deemed equal to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) which would be payable if a member the relevant taxable period ended as of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount close of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared Return. (b) Revelyst shall, at its expense, prepare, or cause to be prepared, all Tax Returns that are required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Revelyst or any of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” and together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”). To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after business on the Closing Date, . Any credits relating to a Straddle Period shall be taken into account as soon as reasonably practicable) and (ii) in though the case of any other such Tax Return as soon as reasonably practicable prior Straddle Period ended on the Closing Date. All determinations necessary to give effect to the filing deadline for such Tax Return, taking into account any valid extensions. Revelyst foregoing allocations shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are be made in a manner consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, (i) if a member past practices of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared ReturnCompany. (c) The Parties shall prepare (or cause Seller and Buyer agree to be prepared) all Pre-Closing consult and resolve in good faith any disputes arising as a result of the review of the Tax Returns (idescribed in Section 9.01(a) in a manner consistent with (A) and Section 9.01(b)and to mutually consent to the past practice filing as promptly as possible of Vista Outdoor, Revelyst or such Tax Return. In the event Seller and Buyer are unable to resolve any dispute within 10 days following notice of comments to the applicable Subsidiary to Tax Return, then the extent such past practices are supportable at a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to Company may file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return on or before the due date (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by including extensions) therefor without such determination having been made and without the Parties or a final resolution (which cannot be further reviewed or appealed) consent of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04Seller. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests.

Tax Returns. (a) Vista Outdoor shall, at its expense, prepare, or cause to be prepared, all Tax Returns that are required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Vista Outdoor or any of its Subsidiaries (including, for the avoidance of doubt, any Tax Returns that include members of the Revelyst Group) other than Revelyst Tax Returns (such Tax Returns, “Vista Outdoor Prepared Returns”). To the extent that a Vista Outdoor Prepared Return relates to Revelyst Taxes, Vista Outdoor shall provide Revelyst with a draft of any such Vista Outdoor Prepared Return for review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Vista Outdoor Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Vista Outdoor shall revise such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to the filing of any Vista Outdoor Prepared Return, (i) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared Return. (b) Revelyst shall, at its expense, prepare, or cause to be prepared, all Tax Returns that are required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Revelyst or any of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” and together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”). To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared Return. (c) The Parties shall prepare (or cause to be prepared) all Pre-Closing Tax Returns (i) in a manner consistent with (A) the past practice of Vista Outdoor, Revelyst or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04. (d) For avoidance of doubt, (A) Vista Outdoor (x) Initial Members shall prepare and file (file, or cause to be prepared and filed) , on a timely basis, all of the Tax Returns with respect for the Company for all taxable years or periods ending on or before the Closing Date (to Vista Outdoor or other members of the Vista Outdoor Group that are extent not already filed by the Company) (sometimes referred to as “Pre-Closing Period Tax Returns”). Such Tax Returns shall be prepared accurately, using the accounting methods and (y) shall conduct other practices that are consistent with those used by the Company in their prior Tax Returns except as otherwise required by Law. Items to be taken into account in any Pre-Closing Period Tax Return for the short taxable period ending on the Closing Date will be determined under the Treasury Regulation Section 1.706-1 (or cause to be conducted) all any similar provision of state, local or foreign Law). The parties agree that the federal income and applicable state income Tax Contests relating to Taxes of Vista Outdoor or other members Returns of the Vista Outdoor Group Company shall each be prepared on the basis that are the taxable year of the Company for the year of the Closing ends on the Closing Date and such taxable year is not Revelyst a Straddle Period for any such income Tax Contests purposes. At least fifteen (15) calendar days before any Pre-Closing Period Tax Return’s due date, the Initial Members shall submit to Purchaser a full and complete draft of each such Tax Return for Purchaser’s review prior to filing with the applicable Tax Authority. Purchaser shall have the right to propose reasonable comments regarding such Tax Return, which comments the Initial Members shall consider in good faith. Subject to Section 11.3, the Company and/or the Members, as applicable, will pay to the applicable Tax Authority, or Vista Outdoor cause the payment to the applicable Tax Contests and Authority of, any Taxes shown as due in such Pre-Closing Period Tax Returns. (Bb) Revelyst (x) shall Subject to the Initial Members’ review, if applicable, Purchaser will prepare and file (file, or cause to be prepared and filed) , all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Company for all taxable years or periods ending after the Closing Tax Returns Date, and (y) shall conduct (Purchaser will pay, or cause to be conductedpaid, all Taxes shown as due thereon; provided, that with respect to any Straddle Period, Purchaser will be entitled to indemnification as set forth in Section 11.3. At least thirty (30) all calendar days before any Straddle Period Tax Contests relating Return’s due date, Purchaser shall submit to Taxes the Initial Members a full and complete draft of Revelyst or other members each such Tax Return for the Initial Members review and comment prior to filing with the applicable Tax Authority. Purchaser shall not amend any Pre-Closing Period Tax Return without the prior written consent of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax ContestsInitial Members.

Tax Returns. (a) Vista Outdoor shall, at its expense, prepareSeller shall prepare and timely file or shall cause to be prepared and timely filed (i) any Tax Return of a member of the Seller Group or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or with respect to any member of the Alkali Group for any taxable period that ends on or before the Closing Date (a “Pre-Closing Separate Tax Return”). Seller shall timely file or cause to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions). Seller shall deliver, or cause to be prepareddelivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Vista Outdoor or any of its Subsidiaries (including, for the avoidance of doubt, any Tax Returns that include members of the Revelyst Group) other than Revelyst Tax Returns (such Tax Returns, “Vista Outdoor Prepared Returns”). To the extent that a Vista Outdoor Prepared Return relates to Revelyst Taxes, Vista Outdoor shall provide Revelyst with a draft of any such Vista Outdoor Prepared Return for review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Vista Outdoor Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other for filing such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Vista Outdoor shall revise such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided at least ten (10) days prior to the due date thereof Returns (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Prepared Returns and Purchaser shall timely file or cause to be timely filed such Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within fifteen (15) days of receipt of any such Vista Outdoor Prepared Pre-Closing Separate Tax Return and Seller shall incorporate in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke Pre-Closing Separate Tax Returns (or any notification or election relating thereto) 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. At least three Purchaser shall timely provide (3or cause to be provided) days prior to Seller any information reasonably requested by Seller to facilitate the preparation and filing of any Vista Outdoor Prepared Return, (i) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared ReturnTax Returns described in this Section 8.4(a). (b) Revelyst shallExcept for any Tax Return required to be prepared by Seller pursuant to Section 8.4(a), at its expense, prepare, Purchaser shall prepare and timely file or cause to be prepared, prepared and timely filed all Tax Returns that are required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Revelyst or any the members of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” and together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”)Alkali Group. To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment (i) in In the case of any such Tax Return for Income Taxes a Straddle Period (a “Straddle Period Separate Tax Return”), Purchaser shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant member of the Alkali Group, except as required by Law. Purchaser shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of such Straddle Period Separate Tax Returns at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof therefor (taking into account any valid extensions). Seller shall provide any comments to Purchaser within fifteen (15) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file days of receipt of any such Revelyst Prepared Returns. At least three (3) days prior Straddle Period Separate Tax Return and Purchaser shall revise such Straddle Period Separate Return to the filing of reflect any Revelyst Prepared Return, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due reasonable comments received from Seller with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst Straddle Period Separate Tax Return. Purchaser shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to not amend or revoke any such Revelyst Prepared Return. (c) The Parties shall prepare (or cause to be prepared) all Pre-Closing Straddle Period Separate Tax Returns (ior any notification or election relating thereto) in a manner consistent with without the prior written consent of Seller (A) the past practice of Vista Outdoorwhich consent shall not be unreasonably withheld, Revelyst conditioned or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort delayed). At Seller’s reasonable request and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii)expense, the “Agreed Tax Principles”); provided thatPurchaser shall file, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such , amended Straddle Period Separate Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04Returns. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests.

Tax Returns. (ai) Vista Outdoor shall, at its expense, prepare, Seller shall timely file or cause to be prepared, timely filed when due (taking into account all extensions properly obtained) (A) all Tax Returns that are required to be filed by or with respect to any Acquired Company on a combined, consolidated or unitary basis with Parent, Seller or any Affiliate thereof (a “Seller Consolidated Return”), (B) all Income Tax and other material Tax Returns that are required to be filed by an Acquired Company for a taxable period ending on or before the Closing Date (a “Seller Pre-Closing Return”) and (C) all other Tax Returns that are required to be filed on or prior to the Closing Date by or with respect to any Acquired Company and the operation of the Business. To the extent a Seller Pre-Closing Return is to be filed after the Closing Date, Seller shall deliver such Tax Return to Buyer for its review and comment at least thirty (30) days prior to the applicable filing deadline, in the case of Tax Returns that are filed on an annual basis, and at least ten (10) days prior to the applicable filing deadline, in the case of Tax Returns that are filed on a more frequent basis, and shall take into account all reasonable comments provided by Buyer with respect thereto. (ii) Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all Tax Returns not described in clause (i) that are required to be filed after the Closing Date by any Acquired Company for any Pre-Closing Tax Period or (including the portion of any Straddle Period with respect to Vista Outdoor or any of its Subsidiaries ending on the Closing Date) (including, for the avoidance of doubt, any Tax Returns that include members of the Revelyst Group) other than Revelyst Tax Returns (such Tax Returns, a “Vista Outdoor Prepared ReturnsBuyer Pre-Closing Return” and each Buyer Pre-Closing Return and Seller Pre-Closing Return a “Pre-Closing Return”). To the extent that a Vista Outdoor Prepared Buyer Pre-Closing Return relates is an Income Tax or other material Tax Return, Buyer shall deliver such Tax Return to Revelyst Taxes, Vista Outdoor shall provide Revelyst with a draft of any such Vista Outdoor Prepared Return Seller for its review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (orapplicable filing deadline, in the case of any Vista Outdoor Prepared Return Tax Returns that is due less than thirty (30) days after the Closing Dateare filed on an annual basis, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Vista Outdoor shall revise such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to the filing of any Vista Outdoor Prepared Return, (i) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared Return. (b) Revelyst shall, at its expense, prepare, or cause to be prepared, all Tax Returns that are required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Revelyst or any of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” and together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”). To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (ordeadline, in the case of any Revelyst Prepared Return Tax Returns that is due less than thirty (30) days after the Closing Dateare filed on a more frequent basis, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking shall take into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect all reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due Seller with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared Returnthereto. (c) The Parties shall prepare (or cause to be prepared) all Pre-Closing Tax Returns (i) in a manner consistent with (A) the past practice of Vista Outdoor, Revelyst or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests.

Tax Returns. 10.3.1 Seller shall prepare and timely file (ataking into account any valid extensions), or cause to be prepared and timely filed (taking into account any valid extensions) Vista Outdoor shallall 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, at its expensein 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, or cause to be prepared, all Tax Returns that are required and timely file (taking into account any valid extensions), or cause to be timely filed after the Closing Date for (taking into account any Pre-Closing Tax Period or Straddle Period with respect to Vista Outdoor or any of its Subsidiaries (including, for the avoidance of doubtvalid extensions), any Buyer Prepared Tax Returns that include members Return. Each such Buyer Prepared Tax Return shall be prepared on a basis consistent with past practice of the Revelyst Groupapplicable Acquired Company, except as otherwise required by Applicable Law. At least thirty (30) other than Revelyst days prior to the due date (taking into account valid extensions) for filing any Buyer Prepared Tax Returns Return (such Tax Returnsor, “Vista Outdoor Prepared Returns”). To the extent that a Vista Outdoor Prepared Return relates to Revelyst Taxes, Vista Outdoor shall provide Revelyst with a draft of any such Vista Outdoor Prepared Return for review and comment (i) in the case of any non-Income Tax Return, such shorter time period as is reasonable and necessary under the 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 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 (or, if Buyer did not deliver such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account for the filing of such 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 valid extensions (orAcquired Company, in nor any Affiliate of Buyer or any Acquired Company shall, with respect to any Tax Return of the case of Acquired Companies for any Vista Outdoor Prepared Return that is due less than thirty (30) days after Tax period beginning prior to the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Seller Tax Return as soon as reasonably practicable prior to the filing deadline for such or any Buyer Prepared Tax Return, taking into account any valid extensions. Vista Outdoor shall revise such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided at least ten : (10a) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to the filing of any Vista Outdoor Prepared Return, (i) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared Return. (b) Revelyst shall, at its expense, prepare, or cause to be prepared, all Tax Returns that are required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Revelyst or any of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” and together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”). To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared Return. (c) The Parties shall prepare amend (or cause to be preparedamended) all Pre-Closing any such Tax Returns Return; (ib) in a manner consistent with (A) the past practice of Vista Outdoorextend or waive, Revelyst or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause or permit to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided thatextended or waived, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) any statute of the Parties’ dispute as 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 Party shall as promptly as reasonably practicable file an amended Acquired Company has not filed a Tax Returns; (e) 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 consistent that is filed with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to applicable Governmental Authority in accordance with the procedures set forth in Section 4.04. (d) For avoidance of doubt0 or 0, (A) Vista Outdoor (x) shall prepare and file as applicable, make, revoke or change (or cause to be prepared and filedmade, revoked or changed) all any Tax Returns election or accounting method that has any effect with respect to Vista Outdoor or other members any such Tax Return, in the case of the Vista Outdoor Group that are not Pre-Closing Tax Returns and each of (ya) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests.through

Tax Returns. Seller shall prepare and Purchaser shall timely file (a) Vista Outdoor shall, at its expense, prepare, or shall cause to be prepared, timely filed) all Tax Returns that are required to be filed for the Company and the Company Subsidiary after the Closing Date for any with respect to taxable periods ending on or before the Closing Date (“Pre-Closing Tax Period or Straddle Period with respect to Vista Outdoor or any of its Subsidiaries (including, for the avoidance of doubt, any Tax Returns that include members of the Revelyst Group) other than Revelyst Tax Returns (such Tax Returns, “Vista Outdoor Prepared ReturnsPeriods”). To the extent that a Vista Outdoor Prepared Return relates to Revelyst Taxes, Vista Outdoor Purchaser shall provide Revelyst with a draft of any such Vista Outdoor Prepared Return for review prepare and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Vista Outdoor Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any file all other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Vista Outdoor shall revise such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to the filing of any Vista Outdoor Prepared Return, (i) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared Return. (b) Revelyst shall, at its expense, prepare, or cause to be prepared, all Tax Returns that are required to be filed for the Company and the Company Subsidiary after the Closing Date for any Date. For Tax Returns relating to Pre-Closing Tax Period or Straddle Period with respect to Revelyst or any of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax ReturnsPeriods, “Revelyst Prepared Returns” and together with the Vista Outdoor Prepared ReturnsSeller shall deliver, “Pre-Closing Tax Returns”). To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) calendar days prior to the due date thereof taking into account any valid extensions (orincluding extensions) for filing such Tax Returns, to Purchaser a copy of such Tax Returns for Purchaser’s review and comment, and Seller shall prepare such Tax Returns in the case of any Revelyst Prepared Return that is due less than thirty (30) days a manner consistent with past practice, except as otherwise required by Applicable Law. For Tax Returns relating to taxable periods beginning before and ending after the Closing Date, Purchaser shall deliver, at least thirty (30) calendar days prior the due date (including extensions) for filing such Tax Returns, to Seller a copy of such Tax Returns for Seller’s review and comment. Seller and Purchaser agree to consult and resolve in good faith any issue arising as soon as reasonably practicable) and (ii) in a result of the case review of such Tax Returns and, if the parties are unable to resolve any dispute, shall submit such dispute to the Accounting Referee whose determination shall be binding. Seller shall pay Purchaser the Pre-Closing Portion of any other amounts shown to be due on such Tax Return as soon as reasonably practicable prior Returns and all amounts shown to the filing deadline for such be due on Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return Returns relating solely to reflect reasonable comments of Vista Outdoor provided at least ten Pre-Closing Tax Periods no later than five (105) days Business Days prior to the due date thereof of such Tax Returns (taking into account any valid including extensions) to the extent such comments are consistent with the Agreed Tax Principles). The applicable Party required by Law to Purchaser shall not file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared Return. (c) The Parties shall prepare (or cause to be prepared) all Pre-Closing Tax Returns (i) in a manner consistent with (A) the past practice of Vista Outdoor, Revelyst or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file filed without Seller’s consent any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject in respect of Taxes for which Seller is liable pursuant to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04this Agreement. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests.

Tax Returns. (a) Vista Outdoor shallDuring the Pre-Closing Period, at its expense, preparethe Acquired Entities shall prepare and timely file, or cause to be preparedprepared and timely filed, all Tax Returns of the Acquired Entities with a due date on or prior to the Closing Date (taking into account all extensions properly obtained), and the Acquired Entities shall remit or cause to be remitted any Taxes due in respect of such Tax Returns; provided, however, the Acquired Entities will submit any such Tax Returns that report income Taxes or other material Taxes to Parent for review and comment at least 20 days prior to the due date for filing such Tax Return, and will consider in good faith any reasonable comments received in writing within 10 days of the Acquired Entity’s delivery of such Tax Return to Parent. (b) Parent shall prepare and timely file, or cause to be prepared and timely filed (taking into account all extensions properly obtained) all Tax Returns of the Acquired Entities that are required to be filed first due after the Closing Date for any and that relate in whole or in part to a Pre-Closing Tax Period or Straddle Period with respect to Vista Outdoor or any of its Subsidiaries (including, for the avoidance of doubt, any Tax Returns that include members of the Revelyst Group) other than Revelyst Tax Returns (such Tax Returns, “Vista Outdoor Parent Prepared ReturnsReturn”). To the extent that a Vista Outdoor any Parent Prepared Return relates in whole or part to Revelyst Taxesa Pre-Closing Tax Period, Vista Outdoor shall provide Revelyst with a draft of any each such Vista Outdoor Parent Prepared Return shall be prepared in a manner consistent with the past practice of the Acquired Entities, except where Parent determines in good faith that preparing such Parent Prepared Returns in such manner could be inconsistent with applicable Legal Requirements. In the event that any Parent Prepared Returns shows any material Pre-Closing Taxes that may form the basis for a claim of indemnification against the Effective Time Holders pursuant to this Agreement, Parent will submit such Parent Prepared Return to the Securityholders’ Agent for review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) 20 days prior to the due date thereof taking into account any valid extensions (or, in the case of any Vista Outdoor Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other if such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Vista Outdoor shall revise such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Parent Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to the filing of any Vista Outdoor Prepared Return, (i) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared Return. (b) Revelyst shall, at its expense, prepare, or cause to be prepared, all Tax Returns that are required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Revelyst or any of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” and together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”). To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) within 20 days after the Closing Datedate this Agreement is signed, as soon as reasonably practicablepracticable after such date) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof (taking into account any valid extensionsall extensions properly obtained) to the extent for filing such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Parent Prepared Return, (i) if a member and Parent shall consider in good faith any reasonable comments received in writing from the Securityholders’ Agent within 10 days of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal Parent’s delivery of such Parent Prepared Return to the amount Securityholders’ Agent; provided, however, that any failure to so submit a Parent Prepared Return shall not relieve the Effective Time Holders of Vista Outdoor any liability for Pre-Closing Taxes due with respect to such Revelyst Parent Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared Return. (c) The Parties shall prepare (or cause to be prepared) all Pre-Closing Tax Returns (i) in a manner consistent with (A) the past practice of Vista Outdoor, Revelyst or the applicable Subsidiary except to the extent the Effective Time Holders are materially prejudiced by such past practices are supportable at a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (iifailure), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests.

Tax Returns. (ai) Vista Outdoor shall, at its expense, prepare, Sellers shall prepare (or cause to be prepared, ) and Speedy shall timely file for all taxable periods ending on or before the Closing Date (a “Pre-Effective Period”) all Tax Returns that are required to be filed after the Closing Effective Date for any by or on behalf of Speedy (the “Pre-Closing Effective Period Tax Returns”). The preparation of such Tax Returns and the positions taken thereon shall be consistent in all respects with Speedy’s past tax accounting principles and practices. (ii) The Company shall prepare and timely file (or cause to be prepared and timely filed) for all taxable periods beginning before and ending after the close of the Effective Date (a “Straddle Period”), all Tax Returns required to be filed after the Effective Date by Speedy. For purposes of this Agreement, the portion of the Straddle Period or ending on and including the Effective Date shall be referred to as the “Pre-Effective Straddle Period” and the portion of the Straddle Period beginning after the Effective Date shall be referred to as the “Post-Effective Straddle Period”. Any such Taxes for a Straddle Period with respect to Vista Outdoor or any Speedy shall be apportioned to the Pre-Effective Straddle Period based on the actual operations of its Subsidiaries (includingSpeedy during the portion of such period ending on and including the Effective Date, for determined as though Speedy’s books closed at the avoidance close of doubt, the Effective Date. The cost and expenses of preparing any Tax Returns that include members of Return for a Straddle Period shall be borne by the Revelyst GroupCompany. (iii) other than Revelyst All Tax Returns (such Tax Returns, “Vista Outdoor Prepared Returns”). To the extent that a Vista Outdoor Prepared Return relates referred to Revelyst Taxes, Vista Outdoor in Sections 4.4(b)(i) shall provide Revelyst with a draft of any such Vista Outdoor Prepared Return for be subject to review and comment approval by the Company, and all Tax Returns referred to in Section 4.4(b)(ii) which affect the liability of Sellers for Taxes pursuant to this Agreement or otherwise shall be subject to review and approval by Sellers, in each case prior to filing, and such approval shall not be unreasonably withheld or delayed by either such party. The party charged with responsibility to prepare a Tax Return subject to review (ithe “Preparing Party”) in the case of shall present such Tax Return for Income Taxes at least to the other party (the “Reviewing Party”) no less than thirty (30) days prior to the due date thereof taking into account any valid extensions (orincluding extensions) for filing the Tax Return. The parties shall cooperate with one another by making available for review all related work papers and analyses utilized in preparing the Tax Return and all related books, in the case of any Vista Outdoor Prepared Return that is due less than thirty records and personnel for this purpose without cost. Within fifteen (3015) days after receipt of the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensionsthe Reviewing Party shall communicate to the Preparing Party as to whether it concurs with the Tax Return or, if not, stating its exceptions thereto, together with the reasons and supporting information relating to such exceptions. Vista Outdoor If there are no such exceptions or such exceptions are resolved by the parties, then such resolution shall revise be the final determination. If such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided at least exceptions cannot be resolved by the parties within ten (10) business days prior after delivery of the list of exceptions, the dispute shall be submitted to an independent tax consultant who shall make a final determination in accordance with the terms of this Agreement within fifteen (15) days after submission to such independent tax consultant. The independent tax consultant shall be one of the “Big Four” public accounting firms or a law firm with a nationally recognized tax practice with no material relationship to the due date thereof (taking into account any valid extensions) parties or their affiliates, and such independent tax consultant shall be chosen by agreement of the parties, or if they are unable to agree, chosen by lot from an equal number of nominees submitted by each party. The fees and expenses of the independent tax consultant shall be allocated by it in inverse proportion to the extent adjustment granted the Reviewing Party. For example, if such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to the filing of any Vista Outdoor Prepared Return, (i) if tax consultant grants a member portion of the Vista Outdoor Group is exceptions proposed by the filing party, Revelyst shall pay to Vista Outdoor Reviewing Party that results in an amount equal adjustment to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) if a member owed that is 25% of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal total adjustment to the amount of Vista Outdoor Taxes due owed that would have occurred had all of the Reviewing Party’s proposed exceptions been granted, it shall assess the Reviewing Party with respect to such Vista Outdoor Prepared Return. (b) Revelyst shall, at its expense, prepare, or cause to be prepared, all Tax Returns that are required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Revelyst or any 75% of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” fees and together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”). To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principlesexpenses. The applicable Party required by Law to file such Revelyst Prepared Returns independent tax consultant’s decision shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Returnbe final and binding upon, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared Return. (c) The Parties shall prepare (or cause to be prepared) all Prenon-Closing Tax Returns (i) in a manner consistent with (A) the past practice of Vista Outdoor, Revelyst or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii)appealable by, the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04parties. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests.

Tax Returns. (i) SHI shall be responsible, subject to the review of Acquiror, for the preparation, filing and signing of all Company Consolidated Income Tax Returns for all taxable periods that end on or before the Closing Date, including Tax Returns of the Company Group for such periods that are due after the Closing Date, and of all Cable Tax Returns required to be filed on or before the Closing Date, and SHI shall be responsible for all Taxes shown to be due thereon. All such Tax Returns shall be prepared consistently with past practice of the Company, SHI and Cable and shall not amend (without Acquiror's consent) any election that relates to Cable (except to the extent a change is required by law). SHI shall provide Acquiror with preliminary draft copies of the relevant portions of such Returns that relate to Cable at least 20 days prior to the due date for filing (taking into account any applicable extensions). Acquiror shall have the opportunity to review all such returns (any such review shall not in any way limit SHI's indemnification obligations hereunder); if Acquiror objects to any matter relating to Cable reflected in such returns, Acquiror shall inform SHI within 10 days of receipt of the preliminary draft return. Acquiror and SHI shall resolve any disputes in good faith. Within thirty days following the filing of Company Consolidated Income Tax Returns, SHI shall furnish Acquiror with (i) copies of the relevant portions of such Tax Returns that relate to Cable and (ii) information concerning (a) Vista Outdoor shallthe tax basis of the assets of Cable as of the Closing Date; (b) the earnings and profits of the Company and the Cable Subsidiaries as of the Closing Date; (c) the Company's tax basis in the Cable Subsidiaries and the Subsidiaries' tax basis in the Cable Partnerships as of the Closing Date; (d) the net operating loss carryover, at investment tax credit carryover, alternative minimum tax carryover and the capital loss carryover available, if any, to Acquiror and its expense, prepare, or cause Subsidiaries as of the Closing Date; and (e) all elections with respect to Taxes in effect for Cable as of the Closing Date. The Company shall provide Acquiror an estimate of the information listed in (a) through (e) of the preceding sentence as soon as practicable hereafter but prior to Closing. (ii) Acquiror shall be prepared, responsible for the preparation and filing of all Cable Tax Returns that are (other than the Company Consolidated Tax Return) required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Vista Outdoor or any of its Subsidiaries (including, for the avoidance of doubt, any Tax Returns periods that include members of the Revelyst Group) other than Revelyst Tax Returns (such Tax Returns, “Vista Outdoor Prepared Returns”). To the extent that a Vista Outdoor Prepared Return relates to Revelyst Taxes, Vista Outdoor shall provide Revelyst with a draft of any such Vista Outdoor Prepared Return for review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Vista Outdoor Prepared Return that is due less than thirty (30) days end after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Vista Outdoor shall revise such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to the filing of any Vista Outdoor Prepared Return, (i) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared Return. (biii) Revelyst shall, at its expense, prepare, or cause to be prepared, all Tax Returns that are required to be filed As soon as practicable after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect date hereof and prior to Revelyst or any of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax ReturnsClosing, “Revelyst Prepared Returns” and together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”). To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst Company shall provide Vista Outdoor Acquiror with a draft schedule of any Revelyst Prepared Return for its review and comment (i) in the case waivers or extensions of such Tax Return for Income Taxes at least thirty (30) days prior any applicable statute of limitations relating to the due date thereof taking into account any valid extensions (orassessment of federal, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior state or local Taxes relating to the filing deadline for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared ReturnCompany or Cable. (c) The Parties shall prepare (or cause to be prepared) all Pre-Closing Tax Returns (i) in a manner consistent with (A) the past practice of Vista Outdoor, Revelyst or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests.

Tax Returns. (ai) Vista Outdoor shallThe Sellers shall prepare or shall cause to be prepared (A) any combined, at its expenseconsolidated or unitary Tax Return that includes any Seller or any of their Affiliates (other than the Transferred Entities), prepareon the one hand, and the Transferred Entities, on the other hand (a “Combined Tax Return”) and (B) any Tax Return (other than any Combined Tax Return) that is required to be filed by or with respect to the Transferred Entities for any Pre-Closing Tax Period (a “Pre-Closing Separate Tax Return”). All Pre-Closing Separate Tax Returns shall be prepared in a manner consistent with the past practices of the Transferred Entity except as otherwise required by applicable Law. The Sellers shall timely file or cause to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions). The Sellers shall deliver, or cause to be prepareddelivered, to the Buyers all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Vista Outdoor or any of its Subsidiaries (including, for the avoidance of doubt, any Tax Returns that include members of the Revelyst Group) other than Revelyst Tax Returns (such Tax Returns, “Vista Outdoor Prepared Returns”). To the extent that a Vista Outdoor Prepared Return relates to Revelyst Taxes, Vista Outdoor shall provide Revelyst with a draft of any such Vista Outdoor Prepared Return for review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Vista Outdoor Prepared Return that is due less than thirty (30) days after the Pre-Closing DateSeparate Tax Returns with respect to VAT, as soon as reasonably practicablepracticable but no later than seven (7) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Vista Outdoor shall revise such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided at least ten (10) days Business Days prior to the due date thereof for such filing) prior to the due date for filing such Tax Returns (taking into account any valid extensions) to and the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Prepared Returns Buyers shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to the filing of any Vista Outdoor Prepared Return, (i) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared Return. (b) Revelyst shall, at its expense, prepare, or cause to be prepared, all Tax Returns that are required to be timely filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Revelyst or any of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” and together with . The Sellers shall permit the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”). To the extent that a Revelyst Prepared Return relates Buyers to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment (i) on each Tax Return described in the case of such Tax Return for Income Taxes at least thirty immediately preceding sentence and shall consider in good faith any comments received from the Buyers not later than fifteen (3015) days prior to the due date thereof taking into account any valid extensions (or, in the case of Pre-Closing Separate Tax Returns with respect to VAT, as soon as reasonably practicable but no later than seven (7) Business Days prior to the due date for such filing) after the respective Buyer’s receipt of such Tax Return. Unless required by applicable Law, the Buyers or any Revelyst Prepared Return that is due less than thirty of their Affiliates (30) days including, after the Closing Date, as soon as reasonably practicablethe Transferred Entities) and (ii) in the case of shall not amend or revoke any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared Return. (c) The Parties shall prepare (or cause to be prepared) all Pre-Closing Separate Tax Returns (i) in a manner consistent with (A) the past practice of Vista Outdoor, Revelyst or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return (prepared filed in accordance with this Section 4.02); provided that, following a 5.15(b)(i) without the prior written agreement signed by consent of the Parties or a final resolution Sellers (which canconsent shall not be further reviewed unreasonably withheld, conditioned or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04delayed). (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests.

Tax Returns. (ai) Vista Outdoor shall, at its expense, prepareSeller shall prepare and file, or cause to be preparedprepared and filed, when due all Seller Group Tax Returns. (ii) Seller shall prepare and file, or cause to be prepared and filed, when due all Tax Returns that are required to be filed after by the Company on or prior to the Closing Date, and all income Tax Returns of the Company for the income Tax periods ending on or prior to the Closing Date for any (“Pre-Closing Tax Period or Straddle Period with respect Returns”) and shall pay all Taxes shown thereon. Seller shall deliver to Vista Outdoor or any Purchaser copies of its Subsidiaries all material Pre-Closing Returns (including, for the avoidance of doubt, any Tax Returns that include members of the Revelyst Group) other than Revelyst Tax Returns (such Seller Group Tax Returns, “Vista Outdoor Prepared Returns”). To the extent that a Vista Outdoor Prepared Return relates ) required to Revelyst Taxes, Vista Outdoor shall provide Revelyst with a draft of any such Vista Outdoor Prepared Return for review and comment (i) in the case of such Tax Return for Income Taxes at least be filed by Seller no later than thirty (30) days prior to the due date thereof taking into account any valid (including extensions validly obtained) (or, in the case of any Vista Outdoor Prepared Return that is due less than for such Pre-Closing Returns required to be filed within thirty (30) days after the Closing Datedate hereof, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Vista Outdoor shall revise such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided at least ten five (105) days prior to the due date thereof (taking into account any valid extensionsfiling) to the extent such for Purchaser’s reasonable review and comment and shall incorporate Purchaser’s reasonable comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to the filing of any Vista Outdoor Prepared Return, (i) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared Returnthereto. (biii) Revelyst shall, at its expense, preparePurchaser shall prepare and file, or cause to be preparedprepared and filed, all Tax Returns of the Company other than Pre-Closing Returns, including with respect to any Straddle Periods. With respect to Tax Returns that are required to be prepared and filed by Purchaser after the Closing Date for any and which relate to Pre-Closing Tax Period or Periods (including Straddle Period with respect to Revelyst or any of its Subsidiaries other than any Vista Outdoor Prepared Returns Periods) (such Tax Returns, “Revelyst Prepared Returns” and together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Purchaser Returns”). To the extent that a Revelyst Prepared Return relates , Purchaser shall deliver to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment (i) in the case Seller copies of such Tax Return for Income Taxes at least Purchaser Returns no later than thirty (30) days prior to the due date thereof taking into account (including extensions validly obtained) or as soon as reasonably practicable if such Tax Returns cannot be delivered by such time for Seller’s reasonable review and comment, and shall incorporate Seller’s reasonable comments thereto. At least seven (7) days before the due date for any valid extensions Purchaser Returns, Seller shall (or, i) in the case of any Revelyst Prepared Return that is due less than thirty (30) days after Tax Returns with respect to a taxable period ending on or prior to the Closing Date, pay over to Purchaser the amount of any Taxes shown as soon as reasonably practicable) due on such Tax Returns and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared Return. (c) The Parties shall prepare (or cause to be prepared) all Pre-Closing Tax Returns (i) in a manner consistent with (A) the past practice of Vista Outdoor, Revelyst or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Vista Outdoor or other members Straddle Periods, pay over to Purchaser Seller’s allocable amount of the Vista Outdoor Group that are not Pre-Closing any Taxes shown as due on such Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax ContestsReturns.

Tax Returns. In accordance with IRC section 6012 and Treasury Regulation section 1.671-4(a), the Litigation Trust shall file with the IRS annual tax returns on Form 1041. In addition, the Litigation Trust shall file in a timely manner such other tax returns, including any state and local tax returns, as are required by applicable law and pay any taxes shown as due thereon. Within a reasonable time following the end of the taxable year, the Litigation Trust shall send to each Beneficiary a separate statement setting forth such Beneficiary’s share of items of income, gain, loss, deduction or credit and will instruct each such Beneficiary to report such items on its applicable income tax return. The Litigation Trust may provide each Beneficiary with a copy of the Form 1041 for the Litigation Trust (without attaching any other Beneficiary’s Schedule K-1 or other applicable information form) along with such Beneficiary’s Schedule K-1 or other applicable information form in order to satisfy the foregoing requirement. The Litigation Trust shall allocate the taxable income, gain, loss, deduction or credit of the Litigation Trust with respect to each Beneficiary as follows: (a) Vista Outdoor shallallocations of Litigation Trust taxable income shall be determined by reference to the manner in which an amount of Cash equal to such taxable income would be distributed (without regard to any restriction on distributions described herein or in the Plan) if, at its expenseimmediately prior to such deemed distribution, prepare, or cause to be prepared, the Litigation Trust had distributed all Tax Returns that are required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Vista Outdoor or any of its Subsidiaries other assets (includingvalued at their tax book value) to the Beneficiaries, for in each case up to the avoidance of doubt, any Tax Returns that include members tax book value of the Revelyst Group) other than Revelyst Tax Returns (assets treated as contributed by such Tax Returnsholders, “Vista Outdoor Prepared Returns”). To the extent that a Vista Outdoor Prepared Return relates to Revelyst Taxes, Vista Outdoor shall provide Revelyst with a draft of any such Vista Outdoor Prepared Return adjusted for review prior taxable income and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof loss and taking into account any valid extensions (or, in all prior and concurrent distributions from the case of any Vista Outdoor Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) Litigation Trust; and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Vista Outdoor shall revise such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to the filing of any Vista Outdoor Prepared Return, (i) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared Return. (b) Revelyst shall, at its expense, prepare, or cause to allocations of taxable loss of the Litigation Trust shall be prepared, all Tax Returns that are required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Revelyst or any of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” and together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”). To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior determined by reference to the due date thereof taking into account any valid extensions (ormanner in which an economic loss would be borne immediately after a liquidating distribution of the remaining Litigation Trust Assets. For these purposes, in the case tax book value of any Revelyst Prepared Return that is due less than thirty (30) days after the Closing Litigation Trust Assets shall equal the fair market value of the Litigation Trust Assets on the Effective Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared Return. (c) The Parties shall prepare (or cause to be prepared) all Pre-Closing Tax Returns (i) in a manner consistent with (A) the past practice of Vista Outdoor, Revelyst or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return (prepared adjusted in accordance with this Section 4.02); provided that, following a written agreement signed tax accounting principles prescribed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax ReturnIRC, the Treasury Regulations, and other applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04administrative and judicial authorities and pronouncements. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests.

Tax Returns. (a) Vista Outdoor shallThe Sellers are responsible for preparing, at its their expense, prepare, or cause to be prepared, all the state and federal income Tax Returns that are required with respect to be filed after the Company for all periods ending on or prior to the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Vista Outdoor or any of its Subsidiaries (including, without limitation, the period from January 1, 2007 through the Closing Date (the “Short Tax Period”). The Sellers are responsible for and covenant and agree to pay all Taxes shown as due by the avoidance of doubt, any Tax Returns that include members of the Revelyst Group) other than Revelyst Tax Returns (Company on such Tax Returns, “Vista Outdoor Prepared Returns”). To except to the extent that a Vista Outdoor Prepared Return relates to Revelyst Taxes, Vista Outdoor shall provide Revelyst with a draft of any such Vista Outdoor Prepared Return for review and comment Tax is both (i) reflected in a reserve for Tax liability (rather than any reserve established to reflect timing differences between book and Tax income) set forth on the face of the Closing Date Balance Sheet and (ii) taken into account in the case calculation of Working Capital. Any such Tax Return for Income Taxes at least payment due to the Sellers shall be made within thirty (30) days prior of the date on which all Tax Returns reflecting Taxes allocable to the period before Closing Date have been filed. The Sellers shall pay all Taxes due date thereof taking into account by the Sellers arising from income and/or gain allocated to the Sellers on such Tax Returns. The Sellers shall prepare such Tax Returns in accordance with the Company’s most recent Tax practices as to elections and accounting methods. To the extent permitted by applicable law, the Sellers shall include any valid extensions income, gain, loss, deduction or other tax items for the Short Tax Period in a manner consistent with the Schedule K-1s prepared by the Sellers for such periods. The Sellers will deliver to the Buyer, within sixty (or, in the case of any Vista Outdoor Prepared Return that is due less than thirty (3060) days after the finalization of the Closing Date, as soon as reasonably practicable) Balance Sheet and (ii) in Purchase Price Statement pursuant to Section 2.3, a copy of such Tax Returns for the case of any other Short Tax Period. The Sellers shall permit the Buyer to review and comment on each such Tax Return as soon as reasonably practicable prior to described in the filing deadline for such Tax Return, taking into account any valid extensions. Vista Outdoor shall revise such Vista Outdoor Prepared Return to reflect reasonable comments first sentence of Revelyst provided at least ten (10this Section 9.1(a) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to the filing of such Tax Returns and shall make such revisions to such Tax Returns as are reasonably requested by the Buyer. Whenever any Vista Outdoor Prepared Returntaxing authority sends a notice of an audit, (i) if a member initiates an examination of the Vista Outdoor Group is Company or otherwise asserts a claim, makes an assessment or disputes the filing partyTaxes for any year ending on or before December 31, Revelyst 2006 or for the Short Tax Period, the Buyer shall pay to Vista Outdoor an amount equal to promptly inform the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared ReturnSellers thereof. (b) Revelyst shall, at its expense, prepare, or cause to be prepared, all The Buyer shall file any Tax Returns that are Return of the Company required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Revelyst or any of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” and together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”). To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) days period beginning after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared Return. (c) The Parties Buyer shall prepare (or cause to be prepared) prepared and timely filed all Pre-Closing Tax Returns (i“Straddle Returns”) in on behalf of the Company for all taxable periods beginning before the Closing Date but ending after the Closing Date (a manner consistent “Straddle Period”), and all Tax Returns (other than state and federal income Tax Returns) with (A) respect to the past practice Company for all taxable periods ending on or prior to the Closing Date that are due after the Closing Date. The Buyer shall permit the Sellers to review and comment on each such Tax Return and shall make such revisions to such Tax Returns as are reasonably requested by the Sellers; provided, however, that the Sellers’ comments for Straddle Returns shall be limited to comments which affect Taxes that are allocable to the Sellers. The Sellers shall be liable for the payment of Vista Outdoorall Taxes for a Straddle Period which are attributable to the portion of the Straddle Period ending on the Closing Date, Revelyst or the applicable Subsidiary except to the extent that such past practices Taxes are supportable at both (i) reflected in a “more likely reserve for Tax liability (rather than not” or higher level any reserve established to reflect timing differences between book and Tax income) set forth on the face of comfort and (B) the Intended Tax Treatment Closing Date Balance Sheet and (ii) treating Transaction Tax Deductions as accruing immediately before taken into account in the calculation of Working Capital. The Buyer shall be liable for the payment of all Taxes for a Straddle Period which are attributable to the portion of the Straddle Period beginning after the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04Date. (d) For avoidance The Sellers will not file or cause or permit to be filed any amended Tax Return without the written prior consent of doubtthe Buyer, (A) Vista Outdoor (x) which consent shall prepare and not be unreasonably withheld or delayed. The Buyer will not file (or cause to be prepared and filed) all filed any amended Tax Returns with respect Return covering any period or adjusting any Taxes for a period which includes any period prior to Vista Outdoor or other members the Closing Date without the prior written consent of the Vista Outdoor Group that are Sellers, which consent shall not Pre-Closing Tax Returns and (y) shall conduct (be unreasonably withheld or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contestsdelayed.

Tax Returns. (a) Vista Outdoor 8.1 Subject to and in accordance with the provisions of this clause 7, the Buyer or its duly authorised agents shall, at its the Company’s expense, prepare, submit and deal with all outstanding computations, returns, claims, elections, surrenders, consents, notices and other documentation of the Company relating to Taxation (‘Tax Documents’) and deal with all matters relating to such Tax Documents in respect of all accounting periods of the Company ending on or cause to be prepared, all Tax Returns that are required to be filed after before the Closing Agreement Date for any (the ‘Pre-Closing Agreement Accounting Periods’) and in respect of the accounting period straddling the Agreement Date (the ‘Straddle Period’). 8.2 All Tax Period Documents relating to the Pre-Agreement Accounting Periods or the Straddle Period shall be prepared in a manner consistent with respect past practices and without any change of accounting method (except to Vista Outdoor or any of its Subsidiaries (including, for the avoidance of doubt, any Tax Returns that include members of the Revelyst Group) other than Revelyst Tax Returns (such Tax Returns, “Vista Outdoor Prepared Returns”). To the extent that a Vista Outdoor Prepared Return relates necessary to Revelyst Taxes, Vista Outdoor comply with applicable laws or generally accepted accounting practice) and shall provide Revelyst with a be submitted in draft of any such Vista Outdoor Prepared Return form to the Sellers’ Representative for review and comment (i) in by the case of such Tax Return for Income Taxes Sellers’ Representative at least thirty (30) days prior Business Days before the expiry of any time limit for the submission of such Tax Document to the due date thereof taking into account relevant Tax Authority. The Sellers’ Representative shall comment within twenty (20) Business Days of receipt of the draft Tax Documents and the Buyer shall not unreasonably refuse to include any valid extensions (or, in comments or amendments of the case of any Vista Outdoor Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Vista Outdoor shall revise such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) Sellers’ Representative to the extent such comments are consistent with that they relate (directly or indirectly) to a matter in respect of which the Agreed Tax PrinciplesCovenantors might be liable under this Deed. The applicable Party required by Law Buyer shall procure that: (a) the Sellers’ Representative or its duly authorised advisors are given reasonable access to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to the filing of any Vista Outdoor Prepared Returnbooks, (i) if a member accounts and records of the Vista Outdoor Group is Company as are necessary for them to comment on the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared Return.Tax Documents; and (b) Revelyst shallthe Company shall cause the finalised Tax Documents for the Company to be authorised, signed and submitted to the appropriate Tax Authority provided that the Company shall not be required to sign any Tax Document which, in its reasonable opinion, is not complete, true and accurate. 8.3 The Covenantors shall give the Buyer and shall procure that the Buyer is given reasonable access to all personnel of the Company and to all books, accounts and records of the Company which are not handed over to the Buyer at Completion and shall give the Buyer such other assistance as may reasonably be required to enable the Buyer to comply with its expenseobligations under this clause 7. 8.4 The Buyer shall procure that: (a) the Sellers’ Representative is kept informed of the progress of any enquiry from, preparediscussions or correspondence with, any Tax Authority in relation to the Tax affairs of the Company in respect of which the Covenantors might be liable under this Deed; and (b) the Sellers’ Representative is given a copy of any draft correspondence the Buyer proposes to submit to any Tax Authority that relate to such Tax affairs in sufficient time for the Sellers’ Representative to have a reasonable opportunity to comment, and the Buyer will take into account all reasonable comments before finalising and submitting the same to any Tax Authority. 8.5 If in the course of dealing with the pre-Agreement Date Tax matters it appears that any Tax Document is likely to give rise to a Tax Claim, the provisions of this clause 7 shall cease to apply and the provisions of clause 5 shall apply. 8.6 Nothing in this Deed shall require the Buyer to procure the submission of, or cause the Company to be preparedsubmit, all Tax Returns that are required any claims, elections, surrenders, disclaimers, notices or consents to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Revelyst or any of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” and together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”). To the extent that such relate to a Revelyst Prepared Return relates Buyer’s Relief and any such procurement or submission by the Buyer or the Company shall be without prejudice to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft any liability of any Revelyst Prepared Return for its review and comment (i) the Covenantors that may arise in the case respect of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared ReturnRelief. (c) The Parties shall prepare (or cause to be prepared) all Pre-Closing Tax Returns (i) in a manner consistent with (A) the past practice of Vista Outdoor, Revelyst or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests.

Tax Returns. (a) Vista Outdoor shall, at its expense, prepare, or cause to be prepared, all Tax Returns that are required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Vista Outdoor or any of its Subsidiaries (including, for the avoidance of doubt, any Tax Returns that include members of the Revelyst Group) other than Revelyst Tax Returns (such Tax Returns, “Vista Outdoor Prepared Returns”). To the extent that a Vista Outdoor Prepared Return relates to Revelyst Taxes, Vista Outdoor shall provide Revelyst with a draft of any such Vista Outdoor Prepared Return for review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Vista Outdoor Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Vista Outdoor shall revise such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to the filing of any Vista Outdoor Prepared Return, (i) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared Return. (b) Revelyst shall, at its expense, prepare, or cause to be prepared, all Tax Returns that are required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Revelyst or any of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” and together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”). To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared Return. (c) The Parties Sellers shall prepare (or cause to be prepared) and Horizon shall timely file for all taxable periods ending on or before the Effective Date (a "Pre-Closing Period") all Tax Returns required to be filed after the Effective Date by or on behalf of Horizon (i) the "Pre-Closing Period Tax Returns"). The preparation of such Tax Returns and the positions taken thereon shall be consistent in a manner consistent all respects with (A) the Horizon's past practice of Vista Outdoor, Revelyst or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort tax accounting principles and (B) the Intended Tax Treatment and practices. (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04. (d) For avoidance of doubt, (A) Vista Outdoor (x) The Company shall prepare and timely file (or cause to be prepared and timely filed) for all taxable periods beginning before and ending after the close of the Effective Date (a "Straddle Period"), all Tax Returns required to be filed after the Effective Date by Horizon. For purposes of this Agreement, the portion of the Straddle Period ending on and including the Effective Date shall be referred to as the "Pre-Closing Straddle Period" and the portion of the Straddle Period beginning after the Effective Date shall be referred to as the "Post-Closing Straddle Period". Any such Taxes for a Straddle Period with respect to Vista Outdoor or other members of Horizon shall be apportioned to the Vista Outdoor Group that are not Pre-Closing Straddle Period based on the actual operations of Horizon during the portion of such period ending on and including the Effective Date, determined as though Horizon's books closed at the close of the Effective Date. The cost and expenses of preparing any Tax Returns and for a Straddle Period shall be borne by the Company. (yiii) All Tax Returns referred to in Sections 4.04(b)(i) shall conduct (or cause be subject to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of review and approval by the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests Company, and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns referred to in Section 4.04(b)(ii) which affect the liability of Sellers for Taxes pursuant to this Agreement or otherwise shall be subject to review and approval by Sellers, in each case prior to filing, and such approval shall not be unreasonably withheld or delayed by either such party. The party charged with respect responsibility to Revelyst or prepare a Tax Return subject to review (the "Preparing Party") shall present such Tax Return to the other members party (the "Reviewing Party") no less than fifty (50) days prior to the due date (including extensions) for filing the Tax Return. The parties shall cooperate with one another by making available for review all related work papers and analyses utilized in preparing the Tax Return and all related books, records and personnel for this purpose without cost. Within fifteen (15) days after receipt of the Revelyst Group that are not Pre-Closing Tax Returns Return, the Reviewing Party shall communicate to the Preparing Party as to whether it concurs with the Tax Return or, if not, stating its exceptions thereto, together with the reasons and (y) shall conduct (or cause to be conducted) all Tax Contests supporting information relating to Taxes of Revelyst such exceptions. If there are no such exceptions or other members such exceptions are resolved by the parties, then such resolution shall be the final determination. If such exceptions cannot be resolved by the parties within ten (10) business days after delivery of the Revelyst Group list of exceptions, the dispute shall be submitted to an independent tax consultant who shall make a final determination in accordance with the terms of this Agreement within fifteen (15) days after submission to such independent tax consultant. The independent tax consultant shall be one of the "Big Six" public accounting firms or a law firm with a nationally recognized tax practice with no material relationship to the parties or their affiliates, and such independent tax consultant shall be chosen by agreement of the parties, or if they are unable to agree, chosen by lot from an equal number of nominees submitted by each party. The fees and expenses of the independent tax consultant shall be allocated by it in inverse proportion to the adjustment granted the Reviewing Party. For example, if such tax consultant grants a portion of the exceptions proposed by the Reviewing Party that are not Revelyst Tax Contests or Vista Outdoor Tax Contestsresults in an adjustment to the amount of Taxes owed that is 25% of the total adjustment to the amount of Taxes owed that would have occurred had all of the Reviewing Party's proposed exceptions been granted, it shall assess the Reviewing Party with 75% of its fees and expenses. The independent tax consultant's decision shall be final and binding upon, and non-appealable by, the parties.

Tax Returns. (a) Vista Outdoor shall, at its expense, prepare, The Corporation shall prepare and file or cause to be preparedprepared and filed in a timely manner, all Pass-Through Tax Returns that are required to be filed after by the Closing Date LLC and its Subsidiaries for any Pre-Closing Tax Period or Straddle Period Period. All such Pass-Through Tax Returns shall be prepared, and any positions and elections relating thereto made, in a manner consistent with the prior practice of the applicable entity to the extent permitted by applicable Law. The Corporation shall (i) use commercially reasonable efforts to cause the LLC to deliver to each Pre-Closing LLC Member a draft Schedule K-1 with respect to Vista Outdoor each Pre-Closing Tax Period within ninety (90) days after the end of such Pre-Closing Tax Period (and the Corporation shall cause such draft Schedule K-1 to be delivered within one hundred twenty (120) days after the end of the applicable Pre-Closing Tax Period, it being understood that, in the case of a draft Schedule K-1 with respect to a Straddle Period of the LLC, references in this clause (i) to the “Pre-Closing Tax Period” shall be interpreted as references to such Straddle Period), (ii) use commercially reasonable efforts to provide to each such Pre-Closing LLC Member at such time of delivery of such draft Schedule K-1 good faith estimates of such other information reasonably requested by the TRA Party Representative to assist in tax compliance matters and (iii) furnish to each such Pre-Closing LLC Member as soon as reasonably practicable after the close of the applicable Pre-Closing Tax Period such information concerning the LLC and its Subsidiaries with respect to such Pre-Closing Tax Period as is required to enable such Pre-Closing LLC Member (or any beneficial owner of its Subsidiaries such Pre-Closing LLC Member) to pay estimated taxes or as is reasonably requested by such Pre-Closing LLC Member for compliance with such Pre-Closing LLC Member’s tax obligations (including, for or the avoidance obligations of doubt, any Tax Returns that include members beneficial owner(s) of the Revelyst Group) other than Revelyst Tax Returns (such Tax Returns, “Vista Outdoor Prepared Returns”Pre-Closing LLC Member). To Further, the extent that a Vista Outdoor Prepared Return relates Corporation shall make available to Revelyst Taxes, Vista Outdoor shall provide Revelyst with the TRA Party Representative a draft of any such Vista Outdoor Prepared Return for review and comment (i) in the case of such Pass-Through Tax Return for Income Taxes described in this Section 4(b) at least thirty twenty (3020) calendar days prior to the due date thereof (taking into account any valid extensions (or, in the case of any Vista Outdoor Prepared Return that is due less than thirty (30extensions) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other for filing such Pass-Through Tax Return as soon as reasonably practicable for the TRA Party Representative’s review and approval (which approval shall not be unreasonably withheld or delayed). The TRA Party Representative and the Corporation shall attempt in good faith to resolve any disagreements regarding such Pass-Through Tax Returns prior to the applicable due date for filing deadline for such Tax Return, (taking into account any valid extensions). Vista Outdoor shall revise If the TRA Party Representative and the Corporation do not resolve such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided at least disagreements on a mutually agreeable basis within ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to the filing of any Vista Outdoor Prepared Return, (i) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared Return. (b) Revelyst shall, at its expense, prepare, or cause to be prepared, all Tax Returns that are required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Revelyst or any of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” and together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”). To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) calendar days after the Closing Date, as soon as reasonably practicable) and (ii) in the case TRA Party Representative’s receipt of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such draft Pass-Through Tax Return, taking into account any valid extensions. Revelyst the remaining disputed items shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least be resolved within an additional ten (10) calendar days prior by a “Big 4” accounting firm reasonably acceptable to the due date thereof TRA Party Representative and the Corporation (taking into account any valid extensions) to the extent such comments are consistent with “Referral Firm”), and the Agreed Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, (i) if a member determinations of the Revelyst Group is Referral Firm shall be final and binding on the filing partyparties hereto, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return costs and (ii) if a member expenses of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared Return. (c) The Parties shall prepare (or cause Referral Firm to be prepared) all Pre-Closing Tax Returns (i) in a manner consistent with (A) the past practice of Vista Outdoor, Revelyst or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed borne 50% by the Parties or a final resolution (which cannot be further reviewed or appealed) of Corporation and 50% by the Parties’ dispute as to such Tax Return, the applicable TRA Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04Representative. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests.

Tax Returns. (ai) Vista Outdoor shall, at its expense, prepare, The Holdings Stockholder shall prepare or shall cause to be prepared, all prepared any Tax Return that is required to be filed by or with respect to the Company or its Subsidiaries for any taxable period that ends on or before the Closing Date (a “Pre-Closing Tax Return”). The Holdings Stockholder shall (x) prepare such Pre-Closing Tax Returns that are in a manner consistent with the past Tax accounting practices, methods, elections and conventions of the relevant entity, and (y) deliver to Parent for its review and comment a copy of any such Pre-Closing Tax Return required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Vista Outdoor or any of its Subsidiaries (including, for the avoidance of doubt, any Tax Returns that include members of the Revelyst Group) other than Revelyst Tax Returns (such Tax Returns, “Vista Outdoor Prepared Returns”). To the extent that a Vista Outdoor Prepared Return relates to Revelyst Taxes, Vista Outdoor shall provide Revelyst with a draft of any such Vista Outdoor Prepared Return for review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof (taking into account any valid extensions extensions) and the Holdings Stockholder shall consider in good faith any comments received from the Parent not later than fifteen (or15) days before the due date thereof (taking into account any extensions). The Holdings Stockholder shall timely file or cause to be timely filed any Pre-Closing Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions). The Holdings Stockholder shall deliver, in or cause to be delivered, to Parent all Pre-Closing Tax Returns that are required to be filed after the Closing Date at least five (5) days prior to the due date for filing such Tax Returns (taking into account any extensions), together with payment by the Holdings Stockholder of the amount of any Taxes shown as due thereon, and Parent shall timely file or cause to be timely filed such Tax Returns. (ii) Parent shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the Company and its Subsidiaries for any Straddle Period. In the case of any Vista Outdoor Prepared such Tax Return that is due less than for a Straddle Period (a “Straddle Period Tax Return”), Parent shall deliver to the Holdings Stockholder for its review and comment a copy of such Straddle Period Tax Returns at least thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Vista Outdoor shall revise such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to and Parent shall consider in good faith any comments received from the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. At least three Holdings Stockholder not later than fifteen (315) days prior to the filing of any Vista Outdoor Prepared Return, (i) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared Return. (b) Revelyst shall, at its expense, prepare, or cause to be prepared, all Tax Returns that are required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Revelyst or any of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” and together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”). To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to before the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared Return). (c) The Parties shall prepare (or cause to be prepared) all Pre-Closing Tax Returns (i) in a manner consistent with (A) the past practice of Vista Outdoor, Revelyst or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests.

Tax Returns. Without limiting Purchaser’s indemnification rights pursuant to Section 11.2(b), after the Closing Date, Purchaser shall (ai) Vista Outdoor shall, at its expense, prepare, file (or cause to be prepared, filed) all Tax Returns with respect to Asset Taxes that are required to be filed after the Closing Date for that relate to any Pre-Closing Tax Period period ending before the Effective Date or any Straddle Period on a basis consistent with respect past practice except to Vista Outdoor or any the extent otherwise required by Law; provided that Purchaser shall use its reasonable best efforts, taking into account that the due date for a Tax Return may be contemporaneous with the closing of its Subsidiaries (includinga Tax period, for the avoidance of doubt, any Tax Returns that include members of the Revelyst Group) other than Revelyst Tax Returns (to submit each such Tax Returns, “Vista Outdoor Prepared Returns”). To the extent that a Vista Outdoor Prepared Return relates to Revelyst Taxes, Vista Outdoor shall provide Revelyst with a draft of any such Vista Outdoor Prepared Return Seller for its review and comment reasonably in advance of the due date therefor, and Purchaser shall incorporate any reasonable comments received from Seller up to five (i) in the case of such Tax Return for Income Taxes at least thirty (305) days prior to the due date thereof taking into account therefor and timely file any valid extensions such Tax Return, and (orii) pay (or cause to be paid) prior to delinquency, in all Asset Taxes relating to any Tax period that ends before or includes the Effective Date that become due after the Closing Date. In the case of any Vista Outdoor Prepared Tax Return described in clause (i) that is due less than thirty (30) days after includes Asset Taxes that are allocable to Seller pursuant to Section 9.1(a), Purchaser shall send to Seller a statement that apportions the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other Asset Taxes shown on such Tax Return as soon as reasonably practicable prior to the filing deadline for between Purchaser and Seller in accordance with Section 9.1(a). Such statement shall be accompanied by proof of Purchaser’s actual payment of such Tax Return, taking into account any valid extensionsAsset Taxes. Vista Outdoor shall revise such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided at least Within ten (10) days prior Business Days of receipt of each such statement and proof of payment, Seller shall reimburse Purchaser for the portion of such Asset Taxes allocated to the due date thereof (taking into account any valid extensions) Seller in accordance with Section 9.1(a), except to the extent such comments are consistent with Asset Taxes have decreased the Agreed Tax PrinciplesPurchase Price pursuant to Section 2.3(i). The applicable Party Unless required by applicable Law or with Seller’s prior written consent (not to file such Vista Outdoor Prepared Returns be unreasonably withheld, conditioned or delayed), neither Purchaser or any of its Affiliates shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to the filing of any Vista Outdoor Prepared Return, (i) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared Return. (b) Revelyst shall, at its expense, preparefile, or cause to be preparedfiled, all any amended Tax Returns that are required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period Return with respect to Revelyst or the Assets for any of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” and together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”). To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days period ending prior to the due date thereof taking into account Effective Date or for any valid extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax PrinciplesStraddle Period. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared Return. (c) The Parties shall prepare (or cause to be prepared) all Pre-Closing Tax Returns (i) in a manner consistent with agree that (A) this Section 9.2 is intended to solely address the past practice of Vista Outdoor, Revelyst or timing and manner in which certain Tax Returns relating to Asset Taxes are filed and the Asset Taxes shown thereon are paid to the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort taxing authority and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in nothing within this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return 9.2 shall be entitled to timely file (or cause to be filed) such Tax Return (prepared interpreted as altering the manner in accordance with this Section 4.02); provided that, following a written agreement signed which Asset Taxes are allocated and economically borne by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests.

Tax Returns. (a) Vista Outdoor shall, Sellers’ Representative (on behalf of the Sellers and at its their sole cost and expense, prepare) shall prepare and timely file, or shall cause to be preparedprepared and timely filed, all Tax Returns in respect of Income Taxes of each Company Member that relate to taxable periods ending on or before the Closing Date but that are required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Vista Outdoor or any of its Subsidiaries (including, for the avoidance of doubt, any Date. All such Tax Returns that include members shall be prepared in a manner consistent with the past practices of the Revelyst Group) other than Revelyst applicable Company Member, unless otherwise required by applicable Law. The parties hereto intend that the Company will join Buyer’s U.S. consolidated Income Tax Returns (such group, and as a result the Tax Returns, “Vista Outdoor Prepared Returns”)year of the Company will end for federal Income Tax purposes on the Closing Date. To the extent that a Vista Outdoor Prepared Return relates to Revelyst Taxes, Vista Outdoor shall provide Revelyst with a draft of any such Vista Outdoor Prepared Return for review and comment (i) in the case of such Tax Return for Income Taxes at At least thirty (30) days prior to the due date thereof taking into account any valid extensions (orfor filing, in the case Sellers’ Representative shall deliver copies of any Vista Outdoor Prepared Return that is due less than thirty (30) days after the Closing Date, such Income Tax Returns to Buyer for its review and comment. Sellers’ Representative shall make such revisions as soon as are reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Vista Outdoor shall revise such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required requested by Law to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to the filing of any Vista Outdoor Prepared Return, (i) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared ReturnB▇▇▇▇. (b) Revelyst shallFollowing Closing, at its expenseexcept as required by Section 13.1(a), prepareBuyer shall prepare and timely file, or cause to be preparedprepared and timely filed, all Tax Returns of the Company Members that are required relate to be filed after the Closing Date for any Pre-Closing Tax Period or Periods and Straddle Period with respect to Revelyst or any of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” and together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”)Periods. To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment (i) in the case of such Tax Return for Income Taxes at At least thirty (30) days prior to the due date thereof for filing, Buyer shall provide copies of any Income Tax return relating to a Straddle Period to Sellers’ Representative for their review and comment. Buyer shall make such revisions as are reasonably requested by Sellers’ Representative, but only if such revisions would or could give rise to an indemnification obligation by Sellers pursuant to Section 12. All Taxes of the Company Members in respect of any Tax period (or portion thereof) ending on or prior to the Closing Date are the responsibility of and shall be paid by Sellers’ Representative (on behalf of Sellers). Sellers’ Representative (on behalf of Sellers) shall pay any such amounts to Buyer at least five (5) Business Days prior to the due date (taking into account any valid extensions extension of the applicable due date) for filing any Tax Return of Company Members pursuant to this Section 13.1(b), except to the extent such Taxes were taken into account in Indebtedness or Working Capital. For purposes of this Agreement, the portion of any Tax for a Straddle Period that relates to the portion of a Straddle Period ending on the Closing Date shall be deemed to be (or, i) in the case of any Revelyst Prepared Return that property and ad valorem Taxes, the amount of such Tax for the entire Straddle Period multiplied by a fraction, the numerator of which is due less than thirty (30) the number of days after in the Straddle Period up to and including the Closing Date, as soon as reasonably practicable) Date and the denominator of which is the number of days in the entire Straddle Period; and (ii) in the case of all other Taxes, the amount that would be payable if the Straddle Period ended on and included the Closing Date pursuant to an interim closing-of-the-books, provided that any other such item determined on an annual or periodic basis (including amortization and depreciation deductions and any applicable Tax Return as soon as reasonably practicable prior credits) will be apportioned to the filing deadline for portion of the Straddle Period ending on the Closing Date based on the relative number of days in such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments portion of Vista Outdoor provided at least ten (10) days prior the Straddle Period as compared to the due date thereof (taking into account any valid extensions) to number of days in the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared Returnentire Straddle Period. (c) The Parties shall prepare (or cause to be prepared) all Pre-Closing Tax Returns (i) in a manner consistent with (A) the past practice of Vista Outdoor, Revelyst or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests.

Tax Returns. (a) Vista Outdoor shall, at its expense, prepare, Sellers will prepare and file or cause to be prepared, prepared and filed all Tax Returns that are required relate solely to be filed after the Closing Date Transferred Assets for any Pre-Closing Tax Period or (not including any Straddle Period with respect to Vista Outdoor or any of its Subsidiaries (including, for the avoidance of doubt, any Tax Returns that include members of the Revelyst GroupPeriod) other than Revelyst Tax Returns (such Tax Returns, “Vista Outdoor Prepared Returns”). To the extent that a Vista Outdoor Prepared Return relates to Revelyst Taxes, Vista Outdoor shall provide Revelyst with a draft of any such Vista Outdoor Prepared Return for review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Vista Outdoor Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Vista Outdoor shall revise such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to the filing of any Vista Outdoor Prepared Return, (i) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared Return. (b) Revelyst shall, at its expense, prepare, or cause to be prepared, all Tax Returns that are required to be filed before, on, or after the Closing Date Date. All such Tax Returns will be prepared in a manner consistent with the prior practices of the Sellers, except as otherwise required by applicable Law. No later than fifteen (15) Business Days prior to the due date (including extensions) for filing any Presuch Tax Return (or as promptly as reasonably practicable in the case of non-Closing Tax Period or Straddle Period with respect to Revelyst or any of its Subsidiaries other than any Vista Outdoor Prepared Returns (such income Tax Returns, “Revelyst Prepared Returns” and together provided that each non-income Tax Return shall not be provided later than five (5) Business Days prior to the due date of such non-income Tax Return), Seller will provide Buyer with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”). To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment (i) in the case copy of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account Buyer’s review and comment. Sellers will consider in good faith any valid extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments from Buyer. Such Tax Returns will be prepared at the out-of-pocket expense of Vista Outdoor provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared ReturnSellers. (cb) The Parties shall prepare (or cause to be prepared) all Pre-Closing Tax Returns (i) in a manner consistent with (A) the past practice of Vista Outdoor, Revelyst or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall Buyer will prepare and file (or cause to be prepared and filed) filed all Tax Returns that relate solely to the Transferred Assets, for any Tax period that includes, but does not end on, the Closing Date (the “Straddle Period”). All such Tax Returns will be prepared in a manner consistent with respect to Vista Outdoor or other members the prior practices of the Vista Outdoor Group Sellers, except as otherwise required by applicable Law. Within fifteen (15) Business Days prior to the due date (including extensions) for filing any such Tax Return (or as promptly as reasonably practicable in the case of non-income Tax Returns, provided that are each non-income Tax Return shall not Prebe provided later than five (5) Business Days prior to the due date of such non-Closing income Tax Return), Buyer will provide Sellers with a copy of such Tax Return for Sellers’ review and comment. Buyer will consider in good faith any reasonable comments from Sellers. The expense of preparation and filing of the Tax Returns for the Straddle Period that relate solely to the Transferred Assets shall be shared equally by B▇▇▇▇ and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax ContestsSellers.

Tax Returns. (ai) Vista Outdoor The Company (use of the defined term "Company" in this Section 7.1 shall also include each Tax Affiliate) shall, at its the Company's expense, prepare, prepare or cause to be prepared, all Tax Returns that are required prepared and file or cause to be filed after all Returns for the Company which are due on or before the Closing Date for any Pre-Closing Tax Period or Straddle Period Date, and the Company shall pay all Taxes with respect to Vista Outdoor such Returns. All such Returns shall be accurate and complete in accordance with applicable Laws and shall be prepared on a basis consistent with the Returns filed by or any on behalf of its Subsidiaries (including, the Company for the avoidance preceding Tax Period. The Company shall submit copies of doubt, any all income Tax Returns that include members of the Revelyst Group) other than Revelyst Tax Returns (such Tax Returns, “Vista Outdoor Prepared Returns”). To the extent that a Vista Outdoor Prepared Return relates to Revelyst Taxes, Vista Outdoor shall provide Revelyst with a draft of any such Vista Outdoor Prepared Return for review and comment (i) in the case of such Tax Return for Income Taxes Buyer at least thirty (30) 30 days prior to the their extended due date thereof taking into account any valid extensions for Buyer's review and approval. (or, in ii) Buyer shall prepare or cause to be prepared and file or cause to be filed all Returns of the case of any Vista Outdoor Prepared Return that is Company which are due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and Buyer shall cause the Company, at the Surviving Corporation's expense, to pay all Taxes with respect to such Returns. The Company shall reserve on the Closing Balance Sheet in a manner that is consistent with past practice and is in accordance with GAAP an appropriate amount to reflect the obligation to pay any such Taxes. Buyer shall permit the Representative to review and comment, prior to filing, on each Return for Tax Periods which begin before the Closing Date (ii) in the case "Straddle Tax Returns"). Any portion of any other such Tax Return as soon as reasonably practicable prior to which must be paid in connection with the filing deadline for such of a Straddle Tax Return, taking into account to the extent attributable to any valid extensions. Vista Outdoor period or portion of a period ending on or before the Closing Date (the "Interim Period"), shall revise be referred to herein as "Pre-Closing Taxes." The Escrow Agent shall remit to Buyer, in accordance with the Escrow Agreement, an amount from the Escrow Amount equal to the Pre-Closing Taxes due with any Straddle Tax Returns (to the extent such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided Taxes are not reflected on the Closing Balance Sheet) at least ten (10) days prior Business Days before Buyer is required to cause to be paid the due date thereof (taking into account any valid extensions) to related Tax liability; it being understood that the extent Company will accrue on the Closing Balance Sheet all Pre-Closing Taxes. Where the Pre-Closing Taxes involve a period which begins before and ends after the Closing Date, such comments are consistent with Pre-Closing Taxes shall be calculated as though the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to the filing of any Vista Outdoor Prepared Return, (i) if a member taxable year of the Vista Outdoor Group is Company terminated as of the filing partyclose of business on the Closing Date; provided, Revelyst however, that in the case of a Tax not based on income, receipts, proceeds, profits or similar items, Pre-Closing Taxes shall pay to Vista Outdoor an amount be equal to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) if Tax for the Tax Period multiplied by a member fraction, the numerator of which shall be the number of days from the beginning of the Revelyst Group is Tax Period through the filing party, Vista Outdoor Closing Date and the denominator of which shall pay to Revelyst an amount equal to be the amount number of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared Return. (b) Revelyst shall, at its expense, prepare, or cause to days in the Tax Period. All Straddle Tax Returns shall be prepared, and all Tax Returns that are required determinations necessary to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Revelyst or any of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” and together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”). To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior give effect to the due date thereof taking into account any valid extensions (orforegoing allocations shall be made, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared Return. (c) The Parties shall prepare (or cause to be prepared) all Pre-Closing Tax Returns (i) in a manner consistent with (A) the past prior practice of Vista Outdoor, Revelyst or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04Company. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests.

Tax Returns. (a) Vista Outdoor shallIn the case of any Pre-Closing Tax Return that is required by applicable Law or Order to be filed on or before the Closing Date (taking into account extensions), at its expense, prepareSeller shall (x) timely file, or cause to be preparedfiled, all such Tax Returns that are required Return with the relevant Tax Authority and (y) timely pay, or cause to be paid, to the relevant Tax Authority the amount shown as due on such Tax Return. (b) Seller shall be responsible for filing or causing to be filed after any U.S. Information Return with respect to the Closing Date Acquired Companies for any Pre-Closing Tax Period or Straddle Period with Period. With respect to Vista Outdoor any U.S. Information Return that is required by applicable Law or any of its Subsidiaries Order (includingtaking into account extensions) to be filed after the Closing Date, for the avoidance of doubt, any Tax Returns that include members of the Revelyst Group) other than Revelyst Tax Returns (such Tax Returns, “Vista Outdoor Prepared Returns”). To the extent that a Vista Outdoor Prepared Return relates Seller shall deliver to Revelyst Taxes, Vista Outdoor shall provide Revelyst with a draft of any such Vista Outdoor Prepared Return Buyer for review and comment (i) in the case of such Tax Return for Income Taxes at least thirty ten (3010) days prior Business Days before it is due, and consider in good faith Buyer’s reasonable comments received by Seller within five (5) Business Days after Buyer received such U.S. Information Return. (c) Subject to the due date thereof taking into account any valid extensions (orSection 6.9(b), in the case of any Vista Outdoor Prepared Pre-Closing Tax Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Vista Outdoor shall revise such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided at least ten (10) days prior to the due date thereof required by applicable Law or Order (taking into account any valid extensions) to be filed after the extent such comments are consistent with the Agreed Closing Date and all Tax Principles. The applicable Party Returns required to be filed by Law to file such Vista Outdoor Prepared Returns an Acquired Company for any Straddle Period (“Straddle Period Tax Returns”), Seller shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to the filing of any Vista Outdoor Prepared Return, (i) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared Return. (b) Revelyst shall, at its expense, prepare, or cause to be prepared, all Tax Returns that are required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Revelyst or any of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” Return and together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”). To the extent that a Revelyst Prepared Return relates deliver to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return Buyer for its review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to Business Days (or in the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed case of a non-income Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least Return, three (3) days prior to Business Days) before it is due. Seller shall consider in good faith Buyer’s reasonable comments received by Seller (in the filing case of any Revelyst Prepared an income Tax Return, within five (i5) if a member of the Revelyst Group is the filing partyBusiness Days after Buyer received such Tax Return from Seller), Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing partyand, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared Return. (c) The Parties shall prepare (or cause to be prepared) all Pre-Closing Tax Returns (i) in a manner consistent with (A) the past practice of Vista Outdoor, Revelyst or the applicable Subsidiary to the extent such past practices are supportable at necessary, deliver a “more likely than not” or higher level revised Tax Return to Buyer. In the case of comfort a Straddle Period Tax Return, Seller and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing Buyer shall negotiate in good faith to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”)resolve any differences; provided that, if the Party reviewing the Tax Return objects Buyer and Seller are unable to whether a position is supportable at a “more likely than not” or higher level of comfortresolve their differences within fifteen (15) Business Days after Buyer provides comments, the Party preparing the Tax Return Parties shall provide confirmation from engage an internationally recognized public accounting firm or Accounting Firm to review and make a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfortdetermination resolving any disputes with respect thereto, which determination must be consistent with prior year Returns (except as required by applicable Law). Notwithstanding anything in this Section 4.02 or Section 4.04 to the contraryBuyer shall file, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) , such revised Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such relevant Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04Authority. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing All Tax Returns and (y) U.S. Information Returns prepared pursuant to this Section 6.9 shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all on a basis consistent with prior year Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contestsincluding U.S. Information Returns), except as required by applicable Law.

Tax Returns. (a) Vista Outdoor shallSeller shall prepare or shall cause to be prepared (i) any combined, at consolidated or unitary Tax Return that includes Seller or any of its expenseSubsidiaries (other than the Purchased Companies), prepareon the one hand, and any of the Purchased Companies or their respective Subsidiaries, on the other hand (a “Combined Tax Return”), (ii) any Tax Return in respect of Indirect Seller Taxes and (iii) any Tax Return (other than any Combined Tax Return) that is required to be filed by or with respect to any of the Purchased Controlled Companies for any taxable period that ends on or before the Closing Date (a “Pre-Closing Separate Tax Return”). Such Pre-Closing Separate Tax Returns shall be prepared in a manner consistent with the positions taken, and with accounting methods used, on the Tax Returns filed by or with respect to the relevant Purchased Controlled Companies prior to Closing Date, unless otherwise required by a change in applicable Law or agreed to by Seller and Purchaser. Seller shall deliver, or cause to be prepareddelivered, to Purchaser for its review and comment all Pre-Closing Separate Tax Returns (together with related Tax Materials that Seller or any of its Affiliates holds) that are required to be filed after the Closing Date (taking into account any valid extensions) at least thirty (30) days prior to the due date for filing such Tax Returns (taking into account any extensions) or, if such due date is within thirty (30) days of the Closing Date, as soon as practicable after the Closing Date, and Seller shall incorporate all reasonable comments that Purchaser submits to Seller no later than ten (10) days prior to the due date of such Pre-Closing Separate Tax Returns or, if such due date is within ten (10) days of the Closing Date, as soon as practicable after the Closing Date. Purchaser shall timely file or cause to be timely filed such Pre-Closing Separate Tax Returns. Purchaser shall not amend or revoke any Pre-Closing Separate Tax Period Returns (or Straddle Period any election relating thereto) without the prior written consent of Seller. Seller shall prepare, or cause to be prepared, any proposed amended Pre-Closing Separate Tax Returns and shall deliver, or cause to be delivered, to Purchaser such proposed amended Pre-Closing Separate Tax Returns (together with respect to Vista Outdoor related Tax Materials that Seller or any of its Subsidiaries Affiliates holds). Purchaser shall provide comments, if any, to Seller in respect of any proposed amended Pre-Closing Separate Tax Returns within thirty (including30) days of receipt thereof, and Seller shall revise such Pre-Closing Separate Tax Returns as reasonably requested by Purchaser. At Seller’s request, Purchaser shall file (or cause to be filed) such Pre-Closing Separate Tax Returns, and Seller shall reimburse Purchaser for all out-of-pocket fees, costs and expenses incurred by Purchaser, its Affiliates or the avoidance Purchased Companies in connection with such filing. Each of doubt, the parties agrees that the Transaction Deductions shall be allocated to the taxable period ending on or before the Closing Date to the maximum extent allowable by applicable Law so long as such allocation is at a “more likely than not” or higher confidence level. Seller shall notify Purchaser at least ten (10) days prior to filing any Tax Return in respect of Indirect Seller Taxes and upon request shall promptly deliver to Purchaser a copy of any such filed Tax Return. (b) Except for any Tax Return required to be prepared or caused to be prepared by Seller pursuant to Section 6.4(a), Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the Purchased Controlled Companies. In the case of any Tax Return that include members is required to be filed by or with respect to any of the Revelyst GroupPurchased Controlled Companies for any Straddle Period (a “Straddle Period Separate Tax Return”), Purchaser shall prepare or cause to be prepared such Straddle Period Separate Tax Return. Any such Straddle Period Separate Tax Return that Purchaser is required to prepare or cause to be prepared under this Section 6.4(b) other than Revelyst shall be prepared in a manner consistent with past practices of the Purchased Controlled Companies, unless otherwise required by a change in applicable Law or agreed to by Seller and Purchaser. Purchaser shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of any Straddle Period Separate Tax Returns (such together with related Tax Returns, “Vista Outdoor Prepared Returns”). To the extent Materials that a Vista Outdoor Prepared Return relates Purchaser or any of its Affiliates holds) that Purchaser prepares or causes to Revelyst Taxes, Vista Outdoor shall provide Revelyst with a draft of any such Vista Outdoor Prepared Return for review and comment (i) in the case of such Tax Return for Income Taxes be prepared at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Vista Outdoor Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Vista Outdoor shall revise such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles). The applicable Party required by Law to file such Vista Outdoor Prepared Returns Purchaser shall timely file not amend or revoke any such Vista Outdoor Prepared Returns. At least three (3) days prior to the filing of any Vista Outdoor Prepared Return, (i) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared Return. (b) Revelyst shall, at its expense, prepare, or cause to be prepared, all Straddle Period Separate Tax Returns that are required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Revelyst (or any election relating thereto) without the prior written consent of its Subsidiaries other than any Vista Outdoor Prepared Returns Seller (such Tax Returnswhich consent shall not be unreasonably withheld, “Revelyst Prepared Returns” and together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”conditioned or delayed). To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared Return. (c) The Parties shall prepare (or cause to be prepared) all Pre-Closing Tax Returns (i) in a manner consistent with (A) In the past practice case of Vista Outdoor, Revelyst or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the any Straddle Period Separate Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Vista Outdoor or other members any Applicable Purchased Non-Consolidated Venture, Seller and Purchaser shall use reasonable best efforts to cause all items of income, gain, loss, deduction and credit for any Straddle Period of such Purchased Non-Consolidated Venture to be allocated pursuant to Section 706 of the Vista Outdoor Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members Code based on a closing of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of books on the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax ContestsDate.

Tax Returns. (a) Vista Outdoor shall, at its expense, prepare, Parent shall prepare or cause to be prepared, prepared and cause to be timely filed all Tax Returns that are of the Acquired Companies required to be filed after following the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Vista Outdoor or any of its Subsidiaries (including, for the avoidance of doubt, any Tax Returns that include members of the Revelyst Group) other than Revelyst Tax Returns (such Tax Returns, “Vista Outdoor Prepared Returns”)Date. To the extent that a Vista Outdoor Prepared Return relates to Revelyst Taxes, Vista Outdoor shall provide Revelyst with a draft of any such Vista Outdoor Prepared Return for review and comment (i) in the case of such Tax Return for Income Taxes includes a Pre-Closing Tax Period, Parent shall prepare the Tax Returns of the Acquired Companies on a basis consistent with the Company’s past practice (except as otherwise required by applicable Tax Law) and provide the Equityholder Representative with a copy of each such draft Tax Return, at least thirty (30) days Business Days prior to the due date thereof taking into account any valid extensions (or, in the case of any Vista Outdoor Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the its filing deadline for such Tax Return, taking into account any valid extensions. Vista Outdoor shall revise such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) extensions thereof). Parent shall reasonably and in good faith consider any revisions to such Tax Returns as are requested by the Equityholder Representative, provided that such revisions are requested no more than 15 days after such Tax Return is delivered to the Equityholder Representative. Any Covered Taxes for any Tax period with respect to which such Tax Returns were filed shall be borne by the Pro Rata Holders in accordance with their Pro Rata Share and the provisions set forth on ‎Section 10.01. To the extent such comments are consistent with not taken into account in calculating the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to Indebtedness, the filing of any Vista Outdoor Prepared Return, (i) if a member of the Vista Outdoor Group is the filing party, Revelyst Pro Rata Holders shall pay to Vista Outdoor an amount equal to Parent the amount of Revelyst any Covered Taxes due with respect to such Vista Outdoor Prepared Return and Tax Returns at least two (ii2) if a member Business Days before payment of such Taxes is due to the Revelyst Group is Tax Authority in connection with the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared ReturnTax Returns. (b) Revelyst shallTo the extent permitted under Applicable Law, at its expense, prepare, or Parent and the Equityholders agree to cause the Acquired Companies to be prepared, file all Tax Returns that are required to be filed after for the periods including the Closing Date on the basis that the relevant Tax period ended on the Closing Date. Except as required by Applicable Law or with the consent of the Equityholder Representative (not to be unreasonably withheld, conditioned or delayed), Parent shall not amend any income or other material Tax Return of an Acquired Company for any a Pre-Closing Tax Period or Straddle Period with respect to Revelyst or any of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” and together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”). To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared ReturnPeriod. (c) The Parties Parent and the Equityholders and their respective Affiliates shall prepare (or cause to be prepared) all Pre-Closing Tax Returns (i) in a manner consistent with (A) the past practice of Vista Outdoorcooperate fully, Revelyst or the applicable Subsidiary as and to the extent such past practices are supportable at a “more likely than not” reasonably requested by the other party, in connection with the filing of Tax Returns and any audit or higher level other proceeding with respect to Taxes of comfort and any of the Acquired Companies. Such cooperation shall include retaining (B) until the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before expiration of the Closing to the extent such accrual is supportable at a “more likely than not” or higher level relevant statute of comfort (clauses (ilimitations) and (ii)upon the other party’s reasonable request) providing records and information which are reasonably relevant to any such audit or other proceeding and within such party’s possession or obtainable without material cost, the “Agreed Tax Principles”); expense and efforts and making their best efforts that employees or other representatives will be available on a mutually convenient basis to provide additional information and explanation of any material provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comforthereunder. Notwithstanding anything in any provision of this Section 4.02 or Section 4.04 Agreement to the contrary, the applicable Party Parent shall not be required (to provide to any Person any right to access or whose Affiliate is required) by Law to file review any Revelyst Prepared Tax Return or Vista Outdoor Prepared Return shall be entitled to timely file Tax work papers of Parent or any Affiliate (other than the Acquired Companies) of Parent (including any consolidated, combined, affiliated, unitary or cause to be filed) such similar Tax Return (prepared in accordance with this Section 4.02that includes Parent or any Affiliate of Parent); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests.

Tax Returns. (a) Vista Outdoor shall, at its expense, prepare, The Seller shall file or cause to be prepared, filed when due all Tax Returns with respect to Taxes that are required to be filed by or with respect to the Company and the Subsidiaries for taxable years or periods of the Company and the Subsidiaries ending on or before the Closing Date and shall pay any Taxes due in respect of such taxable years or periods, and Purchaser shall file or cause to be filed when due all Tax Returns with respect to Taxes that are required to be filed by or with respect to the Company and the Subsidiaries for taxable years or periods ending after the Closing Date for and shall pay any Pre-Closing Tax Period Taxes due in respect of such taxable years or Straddle Period with periods. With respect to Vista Outdoor or any of its Subsidiaries (including, for the avoidance of doubt, any Tax Returns that include members of the Revelyst Group) other than Revelyst Tax Returns (such Tax Returns, “Vista Outdoor Prepared Returns”). To the extent that a Vista Outdoor Prepared Return relates to Revelyst Taxes, Vista Outdoor shall provide Revelyst with a draft of any such Vista Outdoor Prepared Return for review a taxable period that begins on or before and comment (i) in ends after the case Closing Date, the Purchaser shall deliver a copy of such Tax Return for Income Taxes to the Seller at least thirty forty- five (3045) calendar days prior to the due date thereof taking into account (giving effect to any valid extensions extension thereof), accompanied by an allocation between the pre-closing period and the post-closing period of the Taxes shown to be due on such Tax Return. Such Tax Return and allocation shall be final and binding on the Seller, unless, within fifteen (or, in the case of any Vista Outdoor Prepared Return that is due less than thirty (3015) calendar days after the Closing Date, as soon as reasonably practicable) and (ii) in date of receipt by the case Seller of any other such Tax Return as soon as reasonably practicable and allocation, the Seller delivers to the Company a written request for changes to such Tax Return or allocation. If the Seller delivers such a request, then the Seller and the Purchaser shall undertake in good faith to resolve the issues raised in such request prior to the due date (including any extension thereof) for filing deadline for such Tax Return, taking into account . If the Seller and the Purchaser are unable to resolve any valid extensions. Vista Outdoor shall revise such Vista Outdoor Prepared Return to reflect reasonable comments issue by the earlier of Revelyst provided at least (i) ten (10) calendar days after the date of receipt by the Company of the request for changes, or (ii) ten (10) calendar days prior to the due date thereof (taking into account including any valid extensionsextension thereof) for filing of the Tax Return in question, then Seller and the Purchaser shall engage jointly an independent accounting firm to determine the extent such comments are consistent with correct treatment of the Agreed Tax Principlesitem or items in dispute. Each of the Seller and the Purchaser shall bear and pay one-half of the fees and other costs charged by the independent accounting firm. The applicable Party required by Law to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to the filing of any Vista Outdoor Prepared Return, (i) if a member determination of the Vista Outdoor Group is independent accounting firm shall be final and binding on the filing party, Revelyst parties hereto. The Seller shall pay the Purchaser the Taxes for which the Seller is liable pursuant to Vista Outdoor an amount equal to the amount of Revelyst Taxes due Section 3.3(b)(i) but which are payable with respect to such Vista Outdoor Prepared Return and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared Return. (b) Revelyst shall, at its expense, prepare, or cause to be prepared, all Tax Returns that are required to be filed after by the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect Purchaser pursuant to Revelyst or any the previous sentence within the later of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” and together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”). To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment (ia) in the case of such Tax Return for Income Taxes at least thirty (30) 10 calendar days prior to the due date thereof taking into account any valid (including extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30thereof) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, such Tax Returns or (ib) if a member five calendar days of the Revelyst Group is resolution of any dispute regarding the filing party, Vista Outdoor shall pay to Revelyst an amount equal allocation of Taxes pursuant to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared Returnprocedure described above. (c) The Parties shall prepare (or cause to be prepared) all Pre-Closing Tax Returns (i) in a manner consistent with (A) the past practice of Vista Outdoor, Revelyst or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests.

Tax Returns. (a) Vista Outdoor shall, at its expense, prepare, or cause to be prepared, all Tax Returns that are required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Vista Outdoor or any of its Subsidiaries (including, for the avoidance of doubt, any Tax Returns that include members of the Revelyst Group) other than Revelyst Tax Returns (such Tax Returns, “Vista Outdoor Prepared Returns”). To the extent that a Vista Outdoor Prepared Return relates to Revelyst Taxes, Vista Outdoor shall provide Revelyst with a draft of any such Vista Outdoor Prepared Return for review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Vista Outdoor Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Vista Outdoor shall revise such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to the filing of any Vista Outdoor Prepared Return, (i) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared Return. (b) Revelyst shall, at its expense, prepare, or cause to be prepared, all Tax Returns that are required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Revelyst or any of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” and together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”). To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared Return. (c) The Parties shall prepare (or cause to be prepared) all Pre-Closing Tax Returns (i) in a manner consistent with (A) the past practice of Vista Outdoor, Revelyst or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04. (d) For avoidance of doubt, (A) Vista Outdoor (x) Seller shall prepare and file (or cause to be prepared and filed) , consistent with the past practice of the Company and the Subsidiary, all Tax Returns required to be filed by or with respect to Vista Outdoor the Company and the Subsidiary for all taxable years and periods ending on or other members of before the Vista Outdoor Group that are not Pre-Closing Tax Returns and (y) Date. The Company or the Subsidiary, as appropriate, shall conduct (pay or cause to be conductedpaid all Taxes due and the costs incurred by Seller in preparing and filing such Tax Returns. (ii) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) Buyer shall prepare and file (or cause to be prepared and filed) , consistent with past practice of the Company and the Subsidiary, all Tax Returns required to be filed by or with respect to Revelyst the Company and the Subsidiary for all taxable years and periods ending after the Closing Date. Buyer shall furnish any such Tax Return to the Seller at least 15 days before the due date thereof (with extensions) for the Seller's review and comment, which comments Buyer shall consider in good faith if Seller could have any liability for the Taxes due pursuant to its indemnity obligations under Article XII. At least five Business Days before the due date of any payment required to be made with respect to any such Tax Return, the Seller shall pay to Buyer the amount of any Taxes payable with respect to such Tax Returns that are allocable to the period ending on or other members before September 30, 2005, except to the extent such Taxes were accrued and reflected on the Interim Balance Sheet. (iii) For purposes of allocating liability for Taxes under this Agreement, in the case of any taxable period that includes but does not end before September 30, 2005 (a "Straddle Period"), (i) real, personal and intangible property Taxes ("Property Taxes") of the Revelyst Group Company or the Subsidiary allocable to the period ending on or before September 30, 2005 shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are not Pre-Closing Tax Returns in the Pre period ending on or before September 30, 2005 and the denominator of which is the number of days in the Straddle Period; and (yii) Taxes (other than Property Taxes) of the Company or the Subsidiary allocable to the period ending on or before September 30, 2005 shall be computed as if such taxable period ended as of the close of business on September 30, 2005, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall conduct (or cause be allocated between the period ending on September 30, 2005 and the period after September 30, 2005 in proportion to be conducted) all Tax Contests relating to Taxes the number of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contestsdays in each period.

Tax Returns. Purchaser shall (ai) Vista Outdoor shall, at its expense, prepare, file (or cause to be prepared, filed) all Tax Returns with respect to the Assets that are required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period on a basis consistent with respect past practice except to Vista Outdoor or any the extent otherwise required by applicable Law; provided, that Purchaser shall use its reasonable best efforts to provide drafts of its Subsidiaries (including, for the avoidance of doubt, any such Tax Returns that include members of the Revelyst Group) other than Revelyst Tax Returns (such Tax Returns, “Vista Outdoor Prepared Returns”). To the extent that a Vista Outdoor Prepared Return relates to Revelyst Taxes, Vista Outdoor shall provide Revelyst with a draft of any such Vista Outdoor Prepared Return for Seller’s review and comment reasonably in advance of the due date therefor, incorporate any reasonable comments received from Seller up to five (i) in the case of such Tax Return for Income Taxes at least thirty (305) days prior to the due date thereof taking into account any valid extensions therefor, and timely file such Tax Returns, and (orii) pay (or cause to be paid) prior to delinquency, in all Asset Taxes that become due after the Closing Date. In the case of any Vista Outdoor Prepared Tax Return described in clause (i) of the preceding sentence that is due less than thirty includes Asset Taxes that are allocable to Seller pursuant to Section 9.1(a), Purchaser shall send to Seller a statement that apportions the Asset Taxes shown on such Tax Return between Purchaser and Seller in accordance with Section 9.1(a). Such statement shall be accompanied by proof of Purchaser’s actual payment of such Asset Taxes. Within ten (3010) days Business Days of receipt of each such statement and proof of payment, Seller shall reimburse Purchaser for the portion of such Asset Taxes allocated to Seller in accordance with Section 9.1(a) and this Section 9.2, except to the extent such Asset Taxes have decreased the Base Purchase Price pursuant to Section 2.3(a). Seller shall, promptly after the Closing Date, as soon as reasonably practicable) and (ii) in the case of send to Purchaser a statement for any other such Tax Return as soon as reasonably practicable Asset Taxes allocated to Purchaser pursuant to this Agreement but paid by Seller prior to the filing deadline Closing Date and, after review of such statement by Purchaser and reasonable agreement by the Parties regarding its accuracy, Purchaser shall reimburse Seller for Purchaser’s allocated portion of such Tax Return, taking into account any valid extensions. Vista Outdoor shall revise such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided at least Asset Taxes within ten (10) days prior to Business Days of the due date thereof (taking into account any valid extensions) Parties’ agreement regarding such statement, except to the extent such comments are consistent with Asset Taxes have increased the Agreed Tax PrinciplesBase Purchase Price pursuant to Section 2.3(a). The applicable Party Unless required by applicable Law or with Seller’s prior written consent (not to file such Vista Outdoor Prepared Returns be unreasonably withheld, conditioned or delayed), neither Purchaser nor any of its Affiliates shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to the filing of any Vista Outdoor Prepared Return, (i) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared Return. (b) Revelyst shall, at its expense, preparefile, or cause to be preparedfiled, all any amended Tax Returns that are required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period Return with respect to Revelyst or the Assets for any of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” and together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”). To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days period ending prior to the due date thereof taking into account Effective Date or for any valid extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared ReturnStraddle Period. (c) The Parties shall prepare (or cause to be prepared) all Pre-Closing Tax Returns (i) in a manner consistent with (A) the past practice of Vista Outdoor, Revelyst or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests.

Tax Returns. (a) Vista Outdoor Seller shall, at its expenseor shall cause the applicable Target Group Member to, prepare(i) prepare and timely file, or cause to be preparedprepared and timely filed, all Tax Returns required to be filed by a Target Group Member or with respect to Asset Taxes that are required to be filed on or before the Closing Date, and (ii) timely pay or cause to be paid all Taxes due with respect to such Tax Returns. Any such Tax Return prepared and filed or caused to be prepared and filed shall be prepared in accordance with past practice (to the extent permitted by applicable Law). (b) Buyer shall, or shall cause the applicable Target Group Member to, (i) prepare and timely file, or cause to be prepared and timely filed, all Tax Returns required to be filed by the Target Group for any Pre-Effective Time Tax Period that become due after the Closing Date and which are required to be filed after the Closing Date for any Pre-Closing Tax Period and prior to the determination of the Final Purchase Price, and (ii) timely pay or Straddle Period cause to be paid all Taxes due with respect to Vista Outdoor or any of its Subsidiaries (including, for the avoidance of doubt, any Tax Returns that include members of the Revelyst Group) other than Revelyst Tax Returns (such Tax Returns, “Vista Outdoor Prepared Returns”). To the extent that a Vista Outdoor Prepared Return relates to Revelyst Taxes, Vista Outdoor shall provide Revelyst with a draft of any such Vista Outdoor Prepared Return for review and comment (i) in the case of Each such Tax Return for Income described in this Section 11.2(b) shall be prepared in accordance with past practice (to the extent permitted by applicable Law), and any such Taxes attributable to a Pre-Effective Time Tax Period, determined in accordance with Section 11.1, shall be taken into account in determining the Final Purchase Price pursuant to Section 2.7. Buyer shall provide Seller with a copy of each such Tax Return described in this Section 11.2(b) at least thirty (30) days prior to the due date thereof taking into account any valid extensions for the filing of such Tax Return (oror within a commercially reasonable period after the end of the relevant Tax period, in the case of any Vista Outdoor Prepared if such Tax Return that is due required to be filed less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case close of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Returnperiod), taking into account any valid extensions. Vista Outdoor and Buyer shall revise such Vista Outdoor Prepared Return to reflect incorporate all reasonable comments of Revelyst Seller provided at least ten (10) days prior to Buyer in advance of the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to for the filing of any Vista Outdoor Prepared Return, (i) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared Tax Return. (bc) Revelyst shallFor any taxable year of the Tax Partnership in which Seller and not Buyer (or its regarded owner) is treated as holding a partnership interest in the Tax Partnership, at its expense, prepareSeller shall prepare and timely file, or cause to be preparedprepared and timely filed, all the U.S. federal income Tax Returns that are Return of the Tax Partnership (and related Schedules K-1) required to be filed after the Closing Date for such taxable year and shall timely pay or cause to be paid any Pre-Closing Tax Period or Straddle Period Taxes attributable to its distributive share of income with respect to Revelyst or any of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” and together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”)Return. To the extent that a Revelyst Prepared Return relates Any costs attributable to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft third party preparation and/or review of any Revelyst Prepared Return for its review and comment (i) in the case of such Tax Return shall be borne and paid by Seller. For any taxable year of the Tax Partnership in which both Seller and Buyer (or its regarded owner) are each treated as holding a partnership interest in the Tax Partnership, Buyer shall prepare and timely file, or cause to be prepared and timely filed, the U.S. federal income Tax Return of the Tax Partnership (and related Schedules K-1) required to be filed for Income such taxable year (a “Straddle Period Tax Partnership Tax Return”), and each Party shall timely pay or cause to be paid any Taxes attributable to its distributive share of income with respect to such Straddle Period Tax Partnership Tax Return. Any costs attributable to third party preparation and/or review of any such Straddle Period Tax Partnership Tax Return shall be borne and paid by Buyer. Any Straddle Period Tax Partnership Tax Return shall be prepared in accordance with past practice (to the extent permitted by applicable Law). Buyer shall provide Seller with a copy of any Straddle Period Tax Partnership Tax Return at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to for the filing deadline for of such Tax Return, taking into account any valid extensions. Revelyst and Buyer shall revise such Revelyst Prepared Return to reflect incorporate all reasonable comments of Vista Outdoor Seller provided at least ten (10) days prior to Buyer in advance of the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to for the filing of any Revelyst Prepared Return, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared Return. (c) The Parties shall prepare (or cause to be prepared) all Pre-Closing Tax Returns (i) in a manner consistent with (A) the past practice of Vista Outdoor, Revelyst or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests.

Tax Returns. (ai) Vista Outdoor shall, at its expense, The Buyer shall prepare, or cause to be prepared, and timely file or cause to be timely filed, all Tax Returns (including Pass-Through Tax Returns) of the Group Companies and the Blockers for Pre-Closing Tax Periods (including any Straddle Period) that are required to be filed after the Closing Date for any Pre-Closing (the “Buyer Prepared Tax Period or Straddle Period with respect to Vista Outdoor or any of its Subsidiaries (including, for the avoidance of doubt, any Tax Returns that include members of the Revelyst Group) other than Revelyst Tax Returns (such Tax Returns, “Vista Outdoor Prepared Returns”). To the extent that a Vista Outdoor Prepared Return relates to Revelyst Taxes, Vista Outdoor The Buyer shall provide Revelyst the Unitholder Representative with a draft of any such Vista Outdoor Buyer Prepared Tax Returns that is a Pass-Through Tax Return and other material Tax Return for the Unitholder Representative’s review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) 30 days prior to the due date thereof taking into account giving effect to any valid extensions thereto (orexcept where such 30-day period is not practical, in the which case of any Vista Outdoor Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and practical). The Buyer shall incorporate any reasonable comments of the Unitholder Representative on such Buyer Prepared Tax Returns with respect to the Pre-Closing Tax Period of such Buyer Prepared Tax Return received within 20 days of the Unitholder Representative receiving a draft of such Tax Return (except where such 20-day period is not practical, in which case as soon as practical). (ii) in The Buyer shall prepare the case of Pass-Through Tax Returns for any other such Tax Return as soon as reasonably practicable prior to Straddle Period using the filing deadline for such Tax Return, taking into account any valid extensions. Vista Outdoor shall revise such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to the filing of any Vista Outdoor Prepared Return, (i) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared Returninterim closing method under Treasury Regulation Section 1.706-4(a)(3)(iii). (biii) Revelyst shall, at its expense, prepareThe Buyer shall make, or cause to be preparedmade, an election under Section 754 of the Code (or any comparable provision of applicable law) on the U.S. federal income Tax Return (or any other applicable Tax Return) of any Group Company that is treated as a partnership for U.S. federal income tax purposes during the taxable period that includes the Closing Date, unless such election already is in effect for such taxable period. (iv) To the maximum extent allowed under applicable Law, all Transaction Tax Returns that are required Deductions or other payments economically borne by the Securityholders or Blocker Sellers pursuant to this Agreement shall be filed after the Closing Date for any allocated to a Pre-Closing Tax Period or Straddle Period with respect Period, and any items of income, gain, loss and deduction attributable to Revelyst or any transactions outside the Ordinary Course of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” and together with Business after the Vista Outdoor Prepared Returns, “Pre-time of the Closing Tax Returns”). To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking not be taken into account any valid extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared Return. (c) The Parties shall prepare (or cause to be prepared) all Pre-Closing Tax Returns (i) in a manner consistent with (A) the past practice of Vista Outdoor, Revelyst or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests.Pre-

Tax Returns. (ai) Vista Outdoor shall, at its expense, Altisource U.S. and Altisource S.à ▇.▇. shall prepare, or cause to be prepared, on a basis consistent with past tax accounting practices all Tax Returns that are required of each Company for all Tax periods ending on or prior to the Homeward Effective Time and the Beltline Effective Time (as applicable and as the case may be), and shall provide, or cause to be filed after provided, to the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Vista Outdoor or any of its Subsidiaries (including, for the avoidance of doubt, any Tax Returns that include members of the Revelyst Group) other than Revelyst Tax Returns (such Tax Returns, “Vista Outdoor Prepared Returns”). To the extent that Seller Representative a Vista Outdoor Prepared Return relates to Revelyst Taxes, Vista Outdoor shall provide Revelyst with a substantially final draft of any such Vista Outdoor Prepared Return for review and comment (i) in the case of each such Tax Return for Income Taxes at least thirty (30) calendar days prior to the due date thereof taking into account any valid date, giving effect to extensions (orthereto, in the case of any Vista Outdoor Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the for filing deadline for such Tax Return, taking into account any valid extensionsfor review and filing by Altisource U.S. and Altisource S.à ▇.▇. Vista Outdoor The Seller Representative shall revise such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided at least notify Altisource U.S. and Altisource S.à ▇.▇. within ten (10) calendar days prior of the receipt of such draft Tax Return of any reasonable objections the Seller Representative may have to any items set forth in such draft Tax Return, and the due date thereof (taking into account any valid extensions) Seller Representative, Altisource U.S. and Altisource S.à ▇.▇. agree to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Prepared Returns shall timely file consult and resolve in good faith any such Vista Outdoor Prepared Returns. At least three (3) days prior objection and to mutually consent to the filing of any Vista Outdoor Prepared such Tax Return, (i) if a member of the Vista Outdoor Group is the filing party, Revelyst . Altisource U.S. and Altisource S.à ▇.▇. shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared Return. (b) Revelyst shall, at its expense, preparetimely file, or cause to be preparedtimely filed, all such Tax Returns, and timely pay, or cause to be paid, when due, all Taxes shown due on such returns. One Business Day prior to the date on which such Tax Returns are filed, the Sellers shall pay the amount of Taxes shown due on such returns, but reduced by any Taxes that have been accrued as a liability that has been included in the computation of Net Working Capital of the Homeward Effective Time and the Beltline Effective Time (as applicable and as the case may be), to Altisource U.S. and Altisource S.à ▇.▇. or a Person designated by Altisource U.S. and Altisource S.à ▇.▇. (ii) Altisource U.S. and Altisource S.à ▇.▇. shall timely prepare and file, or cause to be timely prepared and filed, all Tax Returns that are required of each Company for all Tax periods ending after the Homeward Effective Time and the Beltline Effective Time (as applicable and as the case may be), including Straddle Periods, and timely pay, or cause to be filed after paid, when due, all Taxes shown due on such returns. Altisource U.S. and Altisource S.à ▇.▇. shall provide, or cause to be provided, to the Closing Date for any Pre-Closing Seller Representative a substantially final draft of each such Tax Period or Return, but only such Tax Returns that include a Straddle Period Period, with respect to Revelyst or any of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” and together with which the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”). To Sellers may be responsible for the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft payment of any Revelyst Prepared Return for its review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) calendar days prior to the due date, giving effect to extensions thereto, for filing such Tax Return, for review by the Seller Representative. The Seller Representative shall notify Altisource U.S. and Altisource S.à ▇.▇. within ten (10) calendar days of receipt of such Tax Return of any reasonable objections the Seller Representative may have to any items set forth in such draft Tax Return, and Altisource U.S., Altisource S.à ▇.▇. and the Seller Representative agree to consult and resolve in good faith any such objection and to mutually consent to the filing of such Tax Return. One Business Day prior to the date thereof taking into account on which such Tax Returns are filed, the Sellers shall pay to Altisource U.S. and Altisource S.à ▇.▇. the amount of Taxes for which the Sellers are responsible under paragraph (b) of this section, but reduced by any valid extensions (or, Taxes that have been accrued as a liability that has been included in the computation of Net Working Capital as of the Homeward Effective Time and the Beltline Effective Time, as applicable and as the case of may be. (iii) Neither Altisource U.S., Altisource S.à ▇.▇., nor the Companies shall file any Revelyst Prepared amended Tax Return for any period that is due less than thirty (30) days after ends on or before the Homeward Closing Date and the Beltline Closing Date, as soon applicable and as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable may be, without the prior to the filing deadline for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, (i) if a member written consent of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and Sellers (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared Return. (c) The Parties shall prepare (or cause not to be prepared) all Pre-Closing Tax Returns (i) in a manner consistent with (A) the past practice of Vista Outdoor, Revelyst unreasonably withheld or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (iidelayed), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the except as required under applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04Legal Requirements. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests.

Tax Returns. (a) Vista Outdoor shallThe Company, at its sole expense, prepare, or shall cause to be prepared, all prepared (and filed to the extent due before the Closing) the Tax Returns that are required to be filed by each Purchased Business Subsidiary (other than any Investment Subsidiary or any Subsidiary of any Investment Subsidiary in which the Company directly or indirectly owns less than 50% of the outstanding equity and/or partnership interests) (the “Purchased Business Subsidiary Tax Returns”) for taxable periods ending on or before the Closing Date. Each such Purchased Business Subsidiary Tax Return shall be prepared in accordance with existing procedures, practices and accounting methods of the Company and such Purchased Business Subsidiary with respect to the treatment of specific items on income Tax Returns, unless such treatment does not have sufficient legal support to avoid the imposition of penalties, fines or similar amounts. The Company shall deliver a draft of each such Purchased Business Subsidiary Tax Return to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Vista Outdoor or any of its Subsidiaries (including, for the avoidance of doubt, any Tax Returns that include members of the Revelyst Group) other Purchaser not fewer than Revelyst Tax Returns (such Tax Returns, “Vista Outdoor Prepared Returns”). To the extent that a Vista Outdoor Prepared Return relates to Revelyst Taxes, Vista Outdoor shall provide Revelyst with a draft of any such Vista Outdoor Prepared Return for review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Vista Outdoor Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for filing such Tax Return, taking into account any valid including extensions. Vista Outdoor Purchaser shall revise such Vista Outdoor Prepared Return notify the Company in writing if it objects to reflect reasonable comments any portion of Revelyst provided at least the draft Purchased Business Subsidiary Tax Returns within ten (10) days after the draft Purchased Business Subsidiary Tax Return is delivered to Purchaser. If the Company does not receive written objection by the end of the ten (10) day period, the Company shall deliver a final copy of the Tax Return to Purchaser for execution and filing and Purchaser shall cause the Tax Return to be timely executed and filed. If Purchaser notifies the Company that it objects to any portion of the draft Purchased Business Subsidiary Tax Returns on or before the end of the ten (10) days as a result of the Tax Return failing to satisfy the requirements described above, Purchaser and the Company shall attempt to mutually resolve any disagreements in good faith regarding such draft Purchased Business Subsidiary Tax Return. Any such disagreements regarding the draft Purchased Business Subsidiary Tax Returns that are not resolved within another ten (10) days by the parties shall be resolved by a mutually agreed upon and jointly engaged Arbitrating Accountant, whose decision shall be final and whose fees shall be shared equally by the Company and Purchaser. The Purchased Business Subsidiary Tax Returns that are subject to any disagreement shall not be filed until such disagreement is resolved, provided that if such Purchased Business Subsidiary Tax Returns must be filed in order to avoid a penalty, such Purchased Business Subsidiary Tax Returns may be filed as prepared (with any changes to which the parties agree prior to the due date thereof (taking into account any valid extensions) of filing reflected therein), and if further changes are agreed upon or required by the Arbitrating Accountant then the Company shall amend such Purchased Business Subsidiary Tax Returns promptly to the extent reflect such comments are consistent with the Agreed Tax Principleschanges. The applicable Party required by Law Company shall deliver final copies of such Tax Returns to file Purchaser for execution and filing, and Purchaser shall cause such Vista Outdoor Prepared Tax Returns shall to be timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to the filing of any Vista Outdoor Prepared Return, (i) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return executed and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared Returnfiled. (b) Revelyst shallPurchaser, at its sole expense, prepare, or shall cause to be prepared, all prepared and filed the Tax Returns that are required to be filed after by each Purchased Business Subsidiary for taxable periods that include, but do not end on, the Closing Date for any Pre-Closing Tax Period or (“Straddle Period with respect to Revelyst or any of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” and together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”). To Each such Straddle Period Tax Return shall be prepared in accordance with existing procedures, practices and accounting methods of the extent that a Revelyst Prepared Return relates Company and such Purchased Business Subsidiary with respect to Vista Outdoor Taxesthe treatment of specific items on income Tax Returns, Revelyst unless such treatment does not have sufficient legal support to avoid the imposition of penalties, fines or similar amounts. Purchaser shall provide Vista Outdoor deliver a draft of any Revelyst Prepared Return for its review and comment (i) in the case of each such Straddle Period Tax Return for Income Taxes at least to the Company not fewer than thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for filing such Tax Return, taking into account any valid including extensions. Revelyst The Company shall revise such Revelyst Prepared Return notify Purchaser in writing if it objects to reflect reasonable comments any portion of Vista Outdoor provided at least the draft Straddle Period Tax Returns within ten (10) days after the draft Straddle Period Tax Return is delivered to the Company. If Purchaser does not receive written objection by the end of the ten (10) day period, Purchaser shall cause the Tax Return to be timely executed and filed. If the Company notifies Purchaser that it objects to any portion of the draft Straddle Period Tax Returns on or before the end of the ten (10) days, Purchaser and the Company shall attempt to mutually resolve any disagreements in good faith regarding such draft Straddle Period Tax Return. Any disagreements regarding the draft Straddle Period Tax Returns that are not resolved within another ten (10) days by the parties shall be resolved by a mutually agreed upon and jointly engaged Arbitrating Accountant, whose decision shall be final and whose fees shall be shared equally by the Company and Purchaser. The Straddle Period Tax Returns that are subject to any disagreement shall not be filed until such disagreement is resolved, provided that if such Straddle Period Tax Returns must be filed in order to avoid a penalty, such Straddle Period Tax Returns may be filed as prepared (with any changes to which the parties agree prior to the due date thereof (taking into account any valid extensions) to the extent such comments of filing reflected therein), and if further changes are consistent with the Agreed Tax Principles. The applicable Party agreed upon or required by Law the Arbitrating Accountant then Purchaser shall amend such Straddle Period Tax Returns promptly to file reflect such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared Returnchanges. (c) The Parties shall prepare (or cause to be prepared) all Pre-Closing Tax Returns (i) in a manner consistent with (A) For the past practice of Vista Outdoor, Revelyst or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04. (d) For avoidance of doubt, (A) Vista Outdoor (x) this Section 8.1 shall prepare and file (or cause not apply to be prepared and filed) all any Tax Returns with respect to Vista Outdoor Return that includes a Purchased Business Subsidiary that is filed on a consolidated, combined, unitary or other members group basis with the Company or any of the Vista Outdoor Group that are not Pre-Closing Tax Returns and its Subsidiaries (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Conteststhan a Purchased Business Subsidiary).

Tax Returns. (a) Vista Outdoor shall, at its expense, prepare, or cause to be prepared, The Sellers shall timely file all Tax Returns with respect to any taxable period of the Target Companies that are ends at or before the Effective Closing Time and timely pay all Taxes shown due on such Tax Returns. Such Tax Returns shall be true, correct and complete; and, except to the extent required by Applicable Law, shall be prepared on a basis consistent with the similar Tax Returns for any preceding periods and shall not make, amend, revoke or terminate any election or change any Tax accounting practice or procedure without the Purchasers’ consent, which consent shall not unreasonably be withheld, delayed or conditioned. With respect to Tax Returns to be filed after the Effective Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Vista Outdoor or any of its Subsidiaries (includingTime, for the avoidance of doubt, any Tax Returns that include members of the Revelyst Group) other than Revelyst Tax Returns (such Tax Returns, “Vista Outdoor Prepared Returns”). To the extent that a Vista Outdoor Prepared Return relates to Revelyst Taxes, Vista Outdoor Sellers shall provide Revelyst the Purchasers with a draft complete copy of any such Vista Outdoor Prepared Return for review and comment (i) in the case of each such Tax Return for Income Taxes required to be signed by the Target Companies at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Vista Outdoor Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Vista Outdoor shall revise such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided at least or ten (10) days prior to in respect of Tax Returns due on a monthly basis) before the date when the Tax Return is due date thereof (taking for Purchasers’ review and comment and the Sellers shall in good faith take into account any valid extensions) to the extent such Purchasers’ comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to the filing of any Vista Outdoor Prepared Return, (i) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and Tax Returns no later than ten (ii10) if days before their due dates (or five (5) days in respect of Tax Returns due on a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared Returnmonthly basis). (b) Revelyst shall, at its expense, prepare, or cause to be prepared, The Purchasers shall timely file all material Tax Returns that are required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Revelyst or any of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” and together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”)Straddle Period. To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst The Purchasers shall provide Vista Outdoor the Sellers with a draft complete copy of any Revelyst Prepared Return for its review and comment (i) in the case of each such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least or ten (10) days prior to in respect of Tax Returns due on a monthly basis) before the due date thereof (taking when the return is due, and the Purchasers shall in good faith take into account any valid extensionsthe Sellers’ comments on such returns no later than ten (10) to the extent such comments are consistent with the Agreed days before their due dates (or five (5) days in respect of Tax PrinciplesReturns due on a monthly basis). The applicable Party required by Law to file such Revelyst Prepared Returns Purchasers shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to notify the filing Sellers of any Revelyst Prepared Return, (i) if a member portion of the Revelyst Group is Tax owed by the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due Seller with respect to a Straddle Period, together with a computation showing the calculation of such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst amount. The Seller shall pay to Vista Outdoor an such amount equal to the amount Purchasers in readily available funds within three days after receipt of Revelyst Taxes due with respect to such Revelyst Prepared Returnnotice. (c) The Parties shall prepare (A Party’s preparation or cause to be prepared) all Pre-Closing Tax Returns (i) in a manner consistent with (A) the past practice of Vista Outdoorreview of, Revelyst or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii)comment on, the “Agreed Tax Principles”); provided that, if the Party reviewing the any Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are a Target Company shall not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause affect any right to be prepared and filed) all Tax Returns with respect indemnification hereunder, including pursuant to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax ContestsSection 7.01.

Tax Returns. Subject to Sections 6.1(g) and 6.5. (a) Vista Outdoor shall, at its expense, prepare, Parent or an Affiliate of Parent shall file or cause to be prepared, filed when due all Tax Returns that are required to be filed after by or with respect to Holdings and each of the Transferred Companies for taxable years or periods ending on or before the Closing Date for and Parent or an Affiliate of Parent shall remit (or cause to be remitted), subject to Section 6.2(a) below, any Pre-Closing Taxes due in respect of such Tax Period or Straddle Period Returns and, with respect to Vista Outdoor or recurring items, such returns shall be prepared in a manner consistent with past practices to the extent permissible under applicable Laws. Acquiror shall pay to Parent any Excluded Taxes in respect of its Subsidiaries (including, for the avoidance of doubt, any Tax Returns that include members of the Revelyst Group) other than Revelyst Tax Returns (such Tax Returns, “Vista Outdoor Prepared Returns”). To the extent that a Vista Outdoor Prepared Return relates to Revelyst Taxes, Vista Outdoor shall provide Revelyst with a draft of any such Vista Outdoor Prepared Return for review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Vista Outdoor Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Vista Outdoor shall revise such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to the filing of any Vista Outdoor Prepared Return, (i) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared Return. (b) Revelyst shall, at its expense, prepare, Acquiror shall file or cause to be prepared, filed when due all Tax Returns that are required to be filed by or with respect to the Acquiror Sub Surviving Corporation and each of the Transferred Companies for taxable years or periods ending after the Closing Date for (including Straddle Periods (as hereinafter defined)) and Acquiror shall remit (or cause to be remitted) any Pre-Closing Taxes due in respect of such Tax Period or Straddle Period Returns. (c) Any Tax Return required to be filed by Acquiror with respect to Revelyst the Transferred Companies relating to any taxable year or any of its Subsidiaries other than any Vista Outdoor Prepared Returns period beginning on or before and ending after the Closing Date (such Tax Returns, “Revelyst Prepared Returns” and together the "Straddle Period") shall be submitted (with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”). To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft copies of any Revelyst Prepared Return relevant schedules, work papers and other documentation then available) to Parent for its review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) Parent's approval not less than 30 days prior to the due date thereof taking into account for the filing of such Tax Return, which approval shall not be unreasonably withheld or delayed. Parent shall have the option of providing to Acquiror, at any valid extensions time at least 15 days prior to the Due Date (oras hereinafter defined), written instructions as to how Parent wants any, or all, of the items for which it may be liable reflected on such Tax Return. Acquiror shall, in preparing such Tax Return, cause the items for which Parent is liable hereunder to be reflected in accordance with Parent's instructions (unless, in the case opinion of nationally recognized tax counsel to Acquiror, complying with the Parent's instructions would likely subject Acquiror to any Revelyst Prepared criminal penalty or to civil penalties under sections 6662 through 6664 of the Code or similar provisions of applicable state, local or foreign Laws) and, in the absence of having received such instructions, in accordance with past practice, if any, to the extent permissible under applicable Law. (d) Subject to Section 6.1(c), Parent shall pay to Acquiror the Taxes for which Parent is liable pursuant to Section 6.2(a)(ii) but which are payable with any Tax Return that is due less to be filed by Acquiror with respect to any Straddle Period upon the written request of Acquiror, setting forth in detail the computation of the amount owed, no later than thirty 5 days prior to the Due Date. (30e) Within 120 days after the Closing Date, as soon as reasonably practicableAcquiror shall cause the Acquiror Sub Surviving Corporation to prepare and provide to Parent a package of Tax information materials, including, without limitation, schedules and work papers (the "Tax Package") required by Parent or an Affiliate of Parent to enable Parent or an Affiliate of Parent to prepare and (ii) in the case of any other such file all Tax Return as soon as reasonably practicable prior Returns required to the filing deadline for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return be prepared and filed by it pursuant to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax PrinciplesSection 6.1(a). The applicable Party required by Law to file such Revelyst Prepared Returns Tax Package shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared Return. (c) The Parties shall prepare (or cause to be prepared) all Pre-Closing Tax Returns (i) prepared in good faith in a manner consistent with past practice. (Af) the past practice Parent or an Affiliate of Vista OutdoorParent may, Revelyst in its sole and absolute discretion, amend any Tax Return filed or the applicable Subsidiary required to the extent such past practices are supportable at a “more likely than not” be filed for any taxable years or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately periods ending on or before the Closing Date; provided, however, that neither Parent nor any Affiliate of Parent shall amend any such Tax Return that materially and adversely affects or may materially and adversely affect the Tax liability of the Acquiror, Acquiror Sub Surviving Corporation or any of the Transferred Companies or any Affiliate of the foregoing for any period ending after the Closing Date, including the portion of any Straddle Period that is after the Closing Date, without the prior consent of the Acquiror, which consent shall not be unreasonably withheld or delayed. (g) Notwithstanding anything to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything contrary contained in this Section 4.02 or Section 4.04 to the contrary6.1, the applicable Party required (or whose Affiliate is required) by Law to Parent shall file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of filed any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns Forms 5471 with respect to Vista Outdoor or other members any of the Vista Outdoor Group Transferred Companies (that are not Pre-Closing Tax Returns and (yincorporated in a foreign jurisdiction) shall conduct (or cause that are required to be conducted) all Tax Contests relating to Taxes of Vista Outdoor filed for any taxable period that ends on or other members of before, or that includes, the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax ContestsDate.

Tax Returns. (ai) Vista Outdoor shall, at its expense, prepareTEI Med shall prepare and timely file, or cause to be preparedprepared and timely filed, all Tax Returns in respect of TEI Med that are required to be filed (taking into account any extension) on or before the Closing Date, and TEI Med shall pay, or cause to be paid, all Taxes of TEI Med due on or before the Closing Date. At least ten (10) Business Days prior to the due date (taking into account any extension) for the filing of any such Tax Return that is an income Tax Return, TEI Med shall deliver a copy of such Tax Return to Parent for Parent’s review, and TEI Med shall consider in good faith any reasonable comment that Parent submits to TEI Med no less than five (5) Business Days prior to the due date of such Tax Return. (ii) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns in respect of TEI Med that relate to Tax Periods ending on or before the Closing Date but that are required to be filed after the Closing Date Date, and the Securityholders shall indemnify Parent (in accordance with ARTICLE 11) for any Pre-Closing Tax Period or Straddle Period all Taxes due with respect to Vista Outdoor or any of its Subsidiaries (including, for the avoidance of doubt, any Tax Returns that include members of the Revelyst Group) other than Revelyst Tax Returns (such Tax Returns, “Vista Outdoor Prepared Returns”). To the extent that a Vista Outdoor Prepared Return relates to Revelyst Taxes, Vista Outdoor shall provide Revelyst with a draft of any such Vista Outdoor Prepared Return for review and comment At least twenty (i20) in the case of such Tax Return for Income Taxes at least thirty (30) days Business Days prior to the due date thereof (taking into account any valid extensions (or, in extension) for the case filing of any Vista Outdoor Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such income Tax Return, taking into account any valid extensions. Vista Outdoor shall revise such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided and at least ten (10) days Business Days prior to the due date thereof (taking into account any valid extensionsextension) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to for the filing of any Vista Outdoor Prepared other such Tax Return, (i) if Parent shall deliver a member copy of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal such Tax Return to the amount of Revelyst Taxes due with respect SH Rep for the SH Rep’s review. Parent shall consider in good faith any reasonable comment that the SH Rep submits to such Vista Outdoor Prepared Return and Parent no less than five (ii5) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal Business Days prior to the amount due date of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared Tax Return. (biii) Revelyst shall, at its expense, prepareParent shall prepare and timely file, or cause to be preparedprepared and timely filed, all Tax Returns in respect of TEI Med that are required to be filed after for a Straddle Period. At least ten (10) Business Days prior to the Closing Date due date (taking into account any extension) for the filing of any such Tax Return, Parent shall deliver a copy of such Tax Return to the SH Rep for the SH Rep’s review. Parent shall consider in good faith any reasonable comment relating to the Pre-Closing Tax Period or that the SH Rep submits to Parent no less than five (5) Business Days prior to the due date of such Tax Return. (iv) With respect to Taxes of TEI Med relating to a Straddle Period, the Securityholders shall indemnify Parent (in accordance with ARTICLE 11) for the amount of such Taxes allocable to the portion of the Straddle Period with respect that is deemed to Revelyst or any end on the Closing Date. The amount of its Subsidiaries other than any Vista Outdoor Prepared Returns Taxes relating to a Straddle Period that is allocable to the portion of the Straddle Period that is deemed to end on the Closing Date will be: (such Tax Returns, “Revelyst Prepared Returns” and together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”). To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment (iA) in the case of property Taxes and other Taxes imposed on a periodic basis, deemed to be the amount of such Tax Return Taxes for Income Taxes at least thirty (30) the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days prior to the due date thereof taking into account any valid extensions (or, in the case portion of any Revelyst Prepared Return that is due less than thirty (30) days after the Straddle Period ending on the Closing DateDate and the denominator of which is the number of calendar days in the entire Straddle Period, as soon as reasonably practicable) and (iiB) in the case of any all other such Tax Return Taxes (other than Taxes covered by Section 3.7), determined based on an interim closing of the books as soon as reasonably practicable prior of the close of business on the Closing Date. For purposes of computing the Taxes attributable to the filing deadline for such Tax Returntwo portions of the Straddle Period pursuant to this Section 12.4(a)(iv), taking the amount of any item that is taken into account any valid extensions. Revelyst only once for each Tax Period (e.g., the benefit of graduated Tax rates, exemption amounts) shall revise such Revelyst Prepared Return to reflect reasonable comments be allocated between the two portions of Vista Outdoor provided at least ten (10) days prior the Straddle Period in proportion to the due date thereof number of days in each portion. Any transactions that occur on the Closing Date but after the Closing and that are not incurred in the ordinary course of business of TEI Med (taking into account any valid extensionsother than the transactions contemplated by this Agreement) shall be considered allocable to a Post-Closing Tax Period. (v) All Tax Returns described in this Section 12.4(a), to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law relating to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared Return. (c) The Parties shall prepare (or cause to be prepared) all Pre-Closing Tax Returns (i) in a manner consistent with (A) the past practice of Vista OutdoorPeriod, Revelyst or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided thatpast custom and practice of TEI Med in preparing its Tax Returns, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject except to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04extent otherwise required by applicable Law. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests.

Tax Returns. (ai) Vista Outdoor shallThe eCivis Holders’ Representative shall (A) at the sole cost and expense of the Company Parties, at its expense, prepareprepare and timely file, or cause the applicable Company Party to be preparedprepare and timely file, all Tax Returns that are required to be filed of the Company and each Subsidiary of the Company due (after taking into account all appropriate extensions) on or before the Closing Date (the “Pre-Closing Tax Returns”) and shall pay, or cause the relevant Company Party to pay, all Taxes that are shown as due and payable on any Pre-Closing Tax Return; (B) at the sole cost and expense of the eCivis Holders, prepare all federal, state and local income Tax Returns of the Company for any Pre-Closing Tax Period or Straddle Period due after the Closing Date (taking into account all validly obtained extensions) (the “S Corporation Returns”). All S Corporation Returns shall be prepared in accordance with respect existing procedures, practices, and accounting methods of the Company and its Subsidiaries, to Vista Outdoor or any the extent permitted by applicable Law. All Deductions shall be reported on the income Tax Returns of the Company and its Subsidiaries (including, for the avoidance taxable period that includes the Closing Date to the maximum extent permitted by applicable Law. Each S Corporation Return shall be submitted to GTY for GTY’s review at least ten (10) Business Days prior to the due date (including extensions) of doubtsuch Tax Return. The eCivis Holders’ Representative will consider in good faith all reasonable comments made by GTY and received by the eCivis Holders’ Representative no later than five (5) Business Days prior to filing. GTY shall cause the Company Parties to execute and file all S Corporation Returns prepared by the eCivis Holders’ Representative in accordance with this Section 5.5(a). (ii) GTY shall cause the relevant Company Party to prepare and timely file, any Tax Returns that include members of the Revelyst Group) other than Revelyst all Tax Returns (such Tax other than S Corporation Returns, ) of the Company Parties which are first due after the Closing Date (taking into account all validly obtained extensions) (the “Vista Outdoor GTY Prepared Returns”). To the extent that a Vista Outdoor GTY Prepared Return relates to Revelyst Taxes, Vista Outdoor shall provide Revelyst with a draft of any such Vista Outdoor Prepared Return for review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Vista Outdoor Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Vista Outdoor shall revise such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to the filing of any Vista Outdoor Prepared Return, (i) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared Return. (b) Revelyst shall, at its expense, prepare, or cause to be prepared, all Tax Returns that are required to be filed after the Closing Date for any Pre-Closing Tax Period or a Straddle Period with respect to Revelyst or any of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returnseach, a “Revelyst Prepared Returns” and together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax ReturnsBuyer Return”). To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment (i) in the case of such Tax Return shall be prepared in a manner consistent with existing procedures and practices and accounting methods (unless otherwise required by Law). Each Buyer Return shall be submitted by GTY to the eCivis Holders’ Representative (together with schedules, statements and supporting documentation) for Income Taxes the eCivis Holders’ Representative’s review and approval at least thirty twenty (3020) days Business Days prior to the due date thereof taking into account (including extensions) of such Buyer Return. If the eCivis Holders’ Representative objects to any valid extensions item on any such Buyer Return, it will, within twenty (or, in the case of any Revelyst Prepared Return that is due less than thirty (3020) days after delivery of such Buyer Return, notify GTY in writing it so objects. If a notice of objection is duly delivered, GTY and the Closing DateeCivis Holders’ Representative will negotiate in good faith and use their reasonable best efforts to resolve such items. If GTY and the eCivis Holders’ Representative are unable to reach such agreement within ten (10) Business Days after receipt by GTY of such notice, the disputed items will be resolved by the Accounting Arbitrator in accordance with the provisions of Section 1.5(d), and any determination by the Accounting Arbitrator will be final and binding on the Parties for purposes of the indemnification provisions of this Agreement (except to the extent of any subsequent adjustment by a taxing authority). The Accounting Arbitrator will resolve any disputed items within twenty (20) days of having the item referred to it (or as soon as reasonably practicablepracticable thereafter) and (ii) in pursuant to such procedures as it may require. If the case of Accounting Arbitrator is unable to resolve any other such Tax Return as soon as reasonably practicable prior to disputed items before the filing deadline due date for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared the Tax Return will be filed as prepared by GTY and then amended to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax PrinciplesAccounting Arbitrator’s resolution. The applicable Party required costs, fees and expenses of the Accounting Arbitrator will be allocated by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared ReturnsGTY and the eCivis Holders’ Representative in the same method as set forth in Section 1.5(d). At least three TABLE OF CONTENTS (3b) days prior to Cooperation. GTY, Holdings, the filing of any Revelyst Prepared ReturnCompany, and the eCivis Holders’ Representative shall, upon receiving a written request from the other party, (i) if reasonably assist with the preparation and timely filing of any Tax Return of any Company Party for a member taxable period or portion thereof that ends on or prior to the Closing Date; (ii) reasonably assist in any audit of other Proceeding with respect to Taxes or Tax Returns of any Company Party (whether or not a Tax Contest) that involves a taxable period or portion thereof ending on or prior to the Revelyst Group is Closing Date; (iii) reasonably make available any information, records or other documents relating to any Taxes or Tax Returns of any Company Party in such Person’s possession; (iv) provide any information necessary and reasonably requested by GTY in writing to allow GTY or any relevant Company Party to comply with any information reporting or withholding requirements contained in the filing party, Vista Outdoor shall pay Code to Revelyst an amount equal to compute the amount of Vista Outdoor payroll or other employment Taxes due with respect to such Revelyst Prepared Return any payment made in connection with this Agreement; (v) reasonably assist with obtaining any Tax Refunds; (vi) make employees available on a mutual convenient basis to provide explanation of any materials provided hereunder; and (iivii) if a member of the Vista Outdoor Group is the filing partyprovide certificates or forms, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared Return. (c) The Parties shall prepare (or cause to be prepared) all Pre-Closing Tax Returns (i) in a manner consistent with (A) the past practice of Vista Outdoor, Revelyst or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file timely execute any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file that are necessary or appropriate to establish an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file exemption for (or cause reduction in) any Transfer Tax. The requesting party of information pursuant to be prepared and filedthis Section 5.5(b) will reimburse the other party for all Tax Returns with respect reasonable out-of-pocket expenses related to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contestssuch cooperation.

Tax Returns. The Seller shall (aA) Vista Outdoor shall, at its expense, prepare, prepare and file (or cause to be preparedprepared and filed) at its own expense, all Tax Returns with respect to any Seller Consolidated Group for any Pre-Closing Tax Period (each, a “Seller Consolidated Tax Return”), and shall pay all Taxes shown as due thereon and (B) shall prepare or cause to be prepared all Separate Company Tax Returns for any taxable period ending on or prior to the Closing Date that are required first due to be filed after the Closing Date (each, a “Seller Separate Company Tax Return” and, together with the Seller Consolidated Tax Returns, the “Seller Tax Returns”). Each Seller Separate Company Tax Return shall be submitted to Buyer at least forty-five (45) days (or as soon as reasonably practicable) prior to the due date thereof (including extensions) of such Seller Separate Company Tax Return for Buyer’s review and consent (not to be unreasonably withheld, conditioned or delayed). Buyer shall timely file all such Seller Separate Company Tax Returns prepared pursuant to this Section 4.1(a) (including pursuant to Section 4.1(a)(iv)). Seller shall pay to Buyer any Indemnified Taxes shown to be due on each such Seller Separate Company Tax Return at least five days prior to the due date thereof, and Buyer shall pay over to the appropriate Governmental Entity all Taxes shown to be due on each such Seller Separate Company Tax Return filed by Buyer pursuant to this Section 4.1(a). All Seller Tax Returns shall be prepared and filed in a manner consistent with past practice of the Seller Consolidated Group and applicable Law. Without limiting the foregoing, for all taxable periods ending on or before the Closing Date, the Seller shall (x) cause the Company to join in the Seller’s consolidated federal income Tax Return, (y) include the income of the Company (including any deferred items triggered into income by Treasury Regulations Section 1.1502-13 and any excess loss account taken into income under Treasury Regulations Section 1.1502-19) on the Seller’s consolidated U.S. federal income Tax Returns and (z) timely pay any U.S. federal income Taxes attributable to such income. (i) Notwithstanding anything in this Agreement to the contrary, the Buyer shall have no right to receive, access, obtain or review any such Seller Consolidated Tax Return (in whole or in part) including any schedules or workpapers with respect thereto. (ii) The Buyer shall prepare and file or cause to be prepared and filed, all Tax Returns for any Pre-Closing Tax Period required to be filed by or Straddle Period with respect to Vista Outdoor or any of its Subsidiaries (including, for Company after the avoidance of doubt, any Tax Returns that include members of the Revelyst Group) Closing Date other than Revelyst Seller Tax Returns (such Tax Returnseach, a “Vista Outdoor Prepared ReturnsBuyer Return”). To the extent that a Vista Outdoor Prepared Return relates to Revelyst Taxes, Vista Outdoor The Buyer shall provide Revelyst with a draft of any such Vista Outdoor Prepared Buyer Return for review and comment (i) in the case reporting any amount of such Tax Return for Income Indemnified Taxes as due to Seller at least thirty (30) days prior to the due date thereof taking into account for filing any valid extensions (or, in the case of any Vista Outdoor Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Vista Outdoor shall revise such Vista Outdoor Prepared Return for the Seller’s review and consent (not to reflect reasonable comments of Revelyst provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principlesbe unreasonably withheld, conditioned or delayed). The applicable Party required by Law to file such Vista Outdoor Prepared Returns Seller shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to the filing of any Vista Outdoor Prepared Return, (i) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared Return. (b) Revelyst shall, at its expense, prepare, or cause to be prepared, all Tax Returns that are required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Revelyst or any of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” and together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”). To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared Return. (c) The Parties shall prepare (or cause to be prepared) all Pre-Closing Tax Returns (i) in a manner consistent with (A) the past practice of Vista Outdoor, Revelyst or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests.{00194413.DOCX;12 }

Tax Returns. (a) Vista Outdoor shall, at its expense, prepare, or Sellers shall cause to be prepared, prepared and filed on a timely basis all Tax Returns that are required to be filed after (if any) for the Corporation and the Subsidiaries for any taxation year or period which ends before the Closing Date and for any Pre-Closing Tax Period or Straddle Period with respect to Vista Outdoor or any of its Subsidiaries (including, for the avoidance of doubt, any which Tax Returns have not been filed as of that include members date. Purchaser shall have an opportunity to review and comment on those Tax Returns, acting reasonably, before the filing of the Revelyst Group) other than Revelyst those Tax Returns (and Sellers shall reasonably consider and address any comments of Purchaser in that regard. Sellers shall be entitled, in preparing such Tax Returns, “Vista Outdoor Prepared Returns”)to claim the maximum allowable amounts in respect of discretionary deductions, including resource pools. To the extent that a Vista Outdoor Prepared Return relates to Revelyst Taxes, Vista Outdoor shall provide Revelyst with a draft of any such Vista Outdoor Prepared Return for review and comment (i) in the case of such Those Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Vista Outdoor Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Vista Outdoor shall revise such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Prepared Returns shall timely file be prepared without making any such Vista Outdoor Prepared Returns. At least three (3elections not to have the provisions of subsection 256(9) days prior to the filing of any Vista Outdoor Prepared Return, (i) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared ReturnTax Act apply. (b) Revelyst shall, at its expense, prepare, or Purchaser shall cause to be prepared, prepared and filed on a timely basis all Tax Returns that are required to be filed for the Corporation and the Subsidiaries for any taxation year or period which ends on or after the Closing Date and for any Pre-Closing which Tax Period or Straddle Period with respect Returns have not been filed as of that date. Sellers shall have an opportunity to Revelyst or any of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” and together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”). To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment (i) in the case on any of such those Tax Return for Income Taxes at least thirty (30) days prior Returns to the due date thereof taking into account extent they relate to any valid extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after period before the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Returnapprove them, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to acting reasonably, before the filing of those Tax Returns. Those Tax Returns shall be prepared without making any Revelyst Prepared Return, (ielections not to have the provisions of subsection 256(9) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared ReturnTax Act apply. (c) The Parties Sellers shall prepare (pay and remit any Taxes due in respect of Tax Returns referred to in Section 15.2(a). Purchaser shall or shall cause the Corporation or any of the Subsidiaries to pay and remit any Taxes due in respect of the Tax Returns referred to in Section 15.2(b). Sellers or Purchaser shall reimburse the other Party for any Taxes for which Sellers or Purchaser is liable pursuant to Section 15.1(a) or Section 15.1(b), as applicable, but which are payable with Tax Returns to be preparedfiled by the other Party pursuant to Section 15.2(a) all Pre-and Section 15.2(b), as applicable, on the written request of the Party entitled to reimbursement, setting forth in detail the computation of the amount owed by Sellers or Purchaser, as applicable, but in no event earlier than ten days before the due date for the filing of any applicable Tax Returns, except to the extent such amounts have already been paid as adjustments to the Adjusted Purchase Price. (d) Before Closing Sellers shall, and after Closing Purchaser shall, cause the Corporation and the Subsidiaries to cooperate fully with each other and make available to each other in a timely fashion such data and other information as may reasonably be required for the preparation of any of those Tax Returns referred to in this Section 15.2 and shall preserve that data and other information until the expiration of any applicable limitation period under any Applicable Laws with respect to Taxes. (ie) Any Tax Return to be prepared pursuant to the provisions of this Section 15.2 shall be prepared in a manner consistent with practices followed in prior years with respect to similar Tax Returns of the Corporation and the Subsidiaries provided such historical practices are proper. (Af) Purchaser shall not and shall not allow the past practice Corporation or any Subsidiary to amend, refile or otherwise modify or grant an extension of Vista Outdoor, Revelyst any statute of limitations with respect to any Tax Return for the Corporation or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” Subsidiaries for any taxation year ending on or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” Working Capital Date or higher level that includes any Straddle Period and shall not request an audit or assessment of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party in each case without prior written consent of Sellers. Sellers shall as promptly as reasonably practicable not file an amended Tax Return consistent with such agreement for the Corporation or resolution. Subject to the preceding two sentences, disputes over Subsidiaries for any taxable period ending before the preparation Closing Date and shall not request an audit or assessment of any Pre-Closing such Tax Return shall be subject to the procedures set forth Return, in Section 4.04each case without written consent of Purchaser. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests.

Tax Returns. (a) Vista Outdoor 1. Repap shall, at its expensebased upon the Tax Package, prepare, or cause to be prepared, prepare all Tax Returns that are required to be filed after by or with respect to Repap USA and its Subsidiaries for taxable years or periods ending on or before the Closing Date for any Pre-which have not been filed on or before the Closing Tax Period or Straddle Period with respect to Vista Outdoor or any Date. Drafts of its Subsidiaries (including, for the avoidance of doubt, any such Tax Returns that include members of the Revelyst Group) other than Revelyst Tax Returns (such Tax Returns, “Vista Outdoor Prepared Returns”). To the extent that in a Vista Outdoor Prepared Return relates form suitable for filing shall be submitted to Revelyst Taxes, Vista Outdoor shall provide Revelyst with a draft of any such Vista Outdoor Prepared Return Buyer for review and comment (i) in the case of such Tax Return for Income Taxes at least approval not less than thirty (30) days prior to the their due date thereof taking into account (including any valid extensions (or, in the case thereof). Buyer shall notify Repap of any Vista Outdoor Prepared Return changes that is due it proposes to make to such draft Tax Returns not less than thirty twenty (3020) days after before filing and shall discuss such changes with Repap prior to filing the Closing Date, Tax Returns. Final decisions as soon as reasonably practicable) to the form and (ii) in the case content of any other such Tax Return as soon as reasonably practicable prior Returns shall be with Buyer, subject to the filing deadline for consent of Repap which consent shall not be unreasonably withheld; provided, however, that the usable net operating loss carryovers from periods ending on or before September 30, 1996 reported on such Tax Return, taking into account any valid extensionsReturns will be subject to the mutual agreement of Buyer and Repap. Vista Outdoor Buyer shall revise file or cause to be filed when due all such Vista Outdoor Prepared Return Tax Returns. Repap shall pay Buyer the Taxes for which Repap is liable pursuant to reflect reasonable comments of Revelyst provided at least ten (10Section 5.2(b) but which are payable with Tax Returns to be filed by Buyer pursuant to the previous sentence within 10 days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to for the filing of any Vista Outdoor Prepared Return, (i) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared ReturnTax Returns. (b) Revelyst shall, at its expense, prepare, 2. Buyer shall file or cause to be prepared, filed when due all Tax Returns that are required to be filed by or with respect to Repap USA and its Subsidiaries for taxable years or periods ending after the Closing Date for and shall remit any Pre-Closing Tax Period or Straddle Period with Taxes due in respect to Revelyst or any of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” and together . Repap shall pay Buyer the Taxes for which Repap is liable pursuant to Section 5.2(b) but which are payable with Tax Returns to be filed by Buyer pursuant to the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”). To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) previous sentence within 10 days prior to the due date thereof taking into account any valid extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of such Tax Returns. 3. In the event that the U.S. federal income tax return filed by Buyer on behalf of Repap USA and Subsidiaries for the taxable period ending on the Closing Date reports usable net operating loss carryovers (excluding any Revelyst Prepared Returnnet operating loss carryovers attributable to Nitec Paper Corporation) from periods ending on or before September 30, 1996, of less than $114.1 million (iwithout regard to whether such net operating loss carryovers are used in such Tax Returns or any subsequent Tax Returns) if a member of or in the Revelyst Group event that such amount is reduced upon audit by the filing partyIRS, Vista Outdoor Repap shall pay to Revelyst Buyer an amount equal to twenty-nine percent (29%) of the difference between $114.1 million and the amount of Vista Outdoor Taxes due with respect such usable net operating loss carryovers (excluding any net operating loss carryovers attributable to Nitec Paper Corporation) reported on such Revelyst Prepared Return return. 4. In the event that the U.S. federal income tax return filed by Buyer on behalf of Repap USA and the Subsidiaries for the taxable period ending on the Closing Date reports usable net operating loss carryovers (iiexcluding any net operating loss carryovers attributable to Nitec Paper Corporation) if a member from periods ending on or before September 30, 1996, of greater than $114.1 million (without regard to whether such net operating loss carryovers are used in such Tax Returns or any subsequent Tax Returns) or in the Vista Outdoor Group event that such amount is increased upon audit by the filing partyIRS, Revelyst Buyer shall pay to Vista Outdoor Repap an amount equal to twenty-nine percent (29%) of the difference between the amount of Revelyst Taxes due with respect such usable net operating loss carryovers (excluding any net operating loss carryovers attributable to Nitec Paper Corporation) reported on such Revelyst Prepared Returnreturn and $114.1 million. (c) The Parties shall prepare (or cause to be prepared) all Pre-Closing Tax Returns (i) in a manner consistent with (A) the past practice of Vista Outdoor, Revelyst or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests.

Tax Returns. Except as provided in Section 7.4 hereof, Seller shall (a) Vista Outdoor shall, at its own expense, ) prepare, or cause to be prepared, and file or cause to be filed, when due, (i) all Tax Returns for any Affiliated Group of which any Transferred FH Company or Closing Subsidiary is a member that are required to be filed after also includes Seller or any of its Subsidiaries or Affiliates), (ii) all Tax Returns of the FH Asset Sellers, (iii) all income Tax Returns of the Transferred FH Companies and Closing Date Subsidiaries for any Pre-Closing Tax Period or (other than a Straddle Period Period), and (iv) all other Tax Returns of the Transferred FH Companies and Closing Subsidiaries required to be filed (taking into account extensions) prior to the Closing Date. Buyer shall and shall cause the Transferred FH Companies and their Closing Subsidiaries to cooperate with, and take any action reasonably requested by, Seller with respect to Vista Outdoor 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 7.6 hereof. With respect to any such Tax Returns filed after the Closing Date, such Tax Returns shall be prepared in a manner consistent with the past practice of Seller and its Subsidiaries (includingand their Affiliates unless otherwise required by Law, for the avoidance and Seller shall provide drafts of doubt, any Tax Returns that include members of the Revelyst Group) other than Revelyst such Tax Returns (such Tax Returns, “Vista Outdoor Prepared Returns”). To the extent that a Vista Outdoor Prepared Return relates to Revelyst Taxes, Vista Outdoor shall provide Revelyst with a draft of any such Vista Outdoor Prepared Return for review and comment (i) or in the case of Tax Returns of an Affiliated Group, pro forma versions of such Tax Returns reflecting only the items of the Transferred FH Companies and Closing Subsidiaries) to Buyer at least forty-five (45) days prior to the due date for filing such Tax Returns in the case of income Tax Returns, and in such period of time prior to filing as Seller shall reasonably determine to be practicable in the case of other Tax Returns. Buyer shall provide any comments to Seller with respect to such Tax Returns within fifteen (15) days of Buyer’s receipt thereof (or as soon as reasonably practicable if such Tax Return was provided for Income Taxes at least review less than thirty (30) days prior to the due date thereof taking into account any valid extensions (orfiling), in the case of any Vista Outdoor Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Vista Outdoor Seller shall revise such Vista Outdoor Prepared Return to reflect incorporate all reasonable comments of Revelyst provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to the filing of any Vista Outdoor Prepared Return, (i) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared ReturnBuyer. (b) Revelyst shall, at its expense, prepare, or cause to be prepared, all Tax Returns that are required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Revelyst or any of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” and together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”). To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared Return. (c) The Parties shall prepare (or cause to be prepared) all Pre-Closing Tax Returns (i) in a manner consistent with (A) the past practice of Vista Outdoor, Revelyst or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests.

Tax Returns. (a) Vista Outdoor shall, at its expense, prepare, Seller shall prepare and timely file or cause to be preparedprepared and timely filed when due (taking into account valid extensions) (i) all Tax Returns of or with respect to any of the Business Subsidiaries or the AMS Assets that are required to be filed on or after the date hereof and on or before the Closing Date, (ii) all income Tax Returns of or with respect to any of the Business Subsidiaries for any Tax period ending on or prior to the Closing Date and (iii) all Tax Returns of or with respect to the LiveRamp Assets (collectively, “Seller Returns”). All Seller Returns described in clause (i) or (ii) of the preceding sentence shall be prepared timely in a manner consistent with the past practices of the Business Subsidiaries unless otherwise required by applicable Law and the provisions of this Agreement. (b) Except for Seller Returns and only if not filed on or prior to the Closing Date, Purchaser shall prepare and file or cause to be prepared and filed when due (taking into account valid extensions) all Tax Returns that are required to be filed by any of the Business Subsidiaries or with respect to the AMS Assets the due date of which (taking into account extensions of time to file) is after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Vista Outdoor or any of its Subsidiaries (including, for the avoidance of doubt, any Tax Returns that include members of the Revelyst Group) other than Revelyst Tax Returns (such Tax Returns, “Vista Outdoor Prepared Purchaser Returns”). To All such Purchaser Returns relating to any Tax period or portion thereof ending on or prior to the extent that Closing Date shall be prepared timely in a Vista Outdoor Prepared manner consistent with the past practice of the Business Subsidiaries unless otherwise required by applicable Law. (c) Any income or other material Purchaser Return relates relating to Revelyst Taxes, Vista Outdoor any Tax period or portion thereof ending on or prior to the Closing Date and any Seller Return relating to any Tax period ending on the Closing Date (other than a Seller Affiliated Group Return) shall provide Revelyst be submitted (with a draft copies of any such Vista Outdoor Prepared Return relevant schedules, work papers and other documentation then available) by Purchaser to Seller or by Seller to Purchaser, as applicable, for review and comment not less than twenty (i) in the case of such Tax Return for Income Taxes at least thirty (3020) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Vista Outdoor Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to for the filing deadline for of such Tax Return, taking into account any valid extensions. Vista Outdoor shall revise such Vista Outdoor Prepared Purchaser Return to reflect reasonable comments of Revelyst provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles). The applicable Party required by Law to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to the filing of any Vista Outdoor Prepared Return, (i) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due Any disputes between Purchaser and Seller with respect to such Vista Outdoor Prepared Return and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared Return. (b) Revelyst shall, at its expense, prepare, or cause to be prepared, all Tax Returns that are required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Revelyst or any of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” and together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”). To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared Return. (c) The Parties shall prepare (or cause to be prepared) all Pre-Closing Tax Returns (i) in a manner consistent with (A) the past practice of Vista Outdoor, Revelyst or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to resolved by the Independent Accounting Firm, whose costs shall be filed) such Tax Return (prepared borne substantially in accordance with this Section 4.021.03(e); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests.

Tax Returns. (ai) Vista Outdoor shall, at its expense, prepare, The Sellers shall prepare or cause to be prepared, prepared at the Sellers’ expense (which shall be accrued as a Current Liability) all Tax Returns relating to, or required to be filed in connection with, any and all Taxes based upon or measured in whole or in part by net income (regardless of whether denominated as an “income tax,” “franchise tax” or otherwise and including any Tax imposed on alternative bases, one of which is net income), that are required to be filed after the Closing Date by or with respect to the Company and its Subsidiaries for taxable years or periods ending on or before the Closing Date that are not due on or before the Closing Date (“Pre-Closing Income Tax Returns”), and deliver them to the Buyer for filing in accordance with Section 7.3(c)(i). The Buyer shall pay, or reimburse the Sellers for, the cost of the preparation of Pre-Closing Income Tax Returns to the extent such cost is reflected as a Current Liability in the Final Net Working Capital Statement. The Buyer shall remit (or cause to be remitted) any Taxes due in respect of Pre-Closing Income Tax Returns; and the Sellers shall reimburse the Buyer the Taxes for which the Sellers are liable pursuant to paragraph (a)(i) of this Section 7.3 but which are either remitted by the Buyer in respect of any Pre-Closing Income Tax Period Return pursuant to this paragraph (b)(i) or Straddle Period otherwise with respect to Vista Outdoor or any of its Subsidiaries (including, for the avoidance of doubt, any Tax Returns that include members of the Revelyst Group) other than Revelyst Tax Returns (such Tax Returns, “Vista Outdoor Prepared Returns”). To the extent that a Vista Outdoor Prepared Return relates relating to Revelyst Taxes, Vista Outdoor shall provide Revelyst with a draft of any such Vista Outdoor Prepared Return for review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Vista Outdoor Prepared Return that is due less than thirty (30) days after taxable period ending on or before the Closing Date, as soon as reasonably practicable) and (ii) upon the written request of the Buyer setting forth in detail the case computation of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Returnamount owed by the Sellers, taking into account any valid extensions. Vista Outdoor shall revise such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided at least but in no event earlier than ten (10) days prior to the due date thereof for paying such Taxes. (ii) The Buyer shall file or cause to be filed when due (taking into account any valid extensionsall extensions properly obtained) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to the filing of any Vista Outdoor Prepared Return, (i) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared Return. (b) Revelyst shall, at its expense, prepare, or cause to be prepared, all Tax Returns that are required to be filed after the Closing Date for any Pre-Closing Tax Period by or Straddle Period with respect to Revelyst or any of the Company and its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” and together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”). To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) days taxable years or periods ending after the Closing Date, as soon as reasonably practicable. The Buyer shall remit (or cause to be remitted) any Taxes due in respect of such Tax Returns; and the Sellers shall reimburse the Buyer the Taxes for which the Sellers are liable pursuant to paragraph (iia)(i) of this Section 7.3 but which are remitted in the case respect of any other such Tax Return as soon as reasonably practicable prior to be filed by the filing deadline for such Tax ReturnBuyer pursuant to this paragraph (b) upon the written request of the Buyer setting forth in detail the computation of the amount owed by the Sellers, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least but in no event earlier than ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent for paying such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared ReturnTaxes. (ciii) The Parties shall prepare (or cause to be prepared) all Pre-Closing All Tax Returns (i) in a manner consistent with (A) which the past practice of Vista Outdoor, Revelyst or the applicable Subsidiary Sellers are required to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect the Buyer is required to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns and (y) shall conduct (file or cause to be conductedfiled in accordance with paragraph (b)(i) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) this Section 7.3 shall prepare and file (or cause to be prepared and filed) all filed in a manner consistent with past practice of the Company and its Subsidiaries in preparing and filing their Tax Returns and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with respect to Revelyst positions taken, elections made or other members of the Revelyst Group that are not Pre-Closing methods used in preparing and filing similar Tax Returns and in prior periods (y) shall conduct (including, but not limited to, positions, elections or cause methods which would have the effect of deferring income to be conducted) all Tax Contests relating periods for which the Buyer is liable under this Section 7.3 or accelerating deductions to Taxes of Revelyst or other members of periods for which the Revelyst Group that Sellers are not Revelyst Tax Contests or Vista Outdoor Tax Contestsliable under this Section 7.3).

Tax Returns. (ai) Vista Outdoor shallEach Selling Member shall include the income attributable to the Company, at its expensesubsidiaries and the Business on such Selling Member's U.S. federal income Tax Return (and similar state, preparelocal or foreign Tax Return) for all periods through and including the Closing Date and pay any Taxes attributable to such income. Buyer shall furnish Tax information to each Selling Member for inclusion in such Selling Member's U.S. federal income Tax Return (and similar state, local or cause foreign Tax Return) for the period which includes the Closing Date in accordance with the past income Tax practices of such Selling Member and the Company. Each Selling Member shall make all payments required with respect to be preparedany such Tax Return. (ii) Buyer shall include the income attributable to the Company, its subsidiaries and the Business on Buyer's consolidated U.S. federal income Tax Return (and similar state, local or foreign Tax Return) for all Tax Returns that are required to be filed periods after the Closing Date for and pay any Pre-Closing income Taxes attributable to such income. Each Selling Member shall furnish Tax Period or Straddle Period information to Buyer with respect to Vista Outdoor or any of the Company, its Subsidiaries (includingsubsidiaries, the Business and the operations, ownership and activities thereof for all periods through and including the avoidance of doubt, Closing Date to the extent such information is relevant to any Tax Returns that include members Return which Buyer has the right and obligation hereunder to file. Buyer shall make all payments required with respect to any such Tax Return. (iii) The income attributable to the Company, its subsidiaries and the Business shall be apportioned to the period up to and including the Closing Date (the "PRE-CLOSING SHORT YEAR") and the period after the Closing Date (the "POST-CLOSING SHORT YEAR") by closing the books of the Revelyst Group) other than Revelyst Tax Returns (such Tax Returns, “Vista Outdoor Prepared Returns”)Company as of the end of the Closing Date. To the extent that a Vista Outdoor Prepared Return relates to Revelyst Taxes, Vista Outdoor shall provide Revelyst with a draft For purposes of any such Vista Outdoor Prepared Return for review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (orthis Section 4.2, in the case of any Vista Outdoor Prepared Return Taxes that is due less than thirty are imposed on a periodic basis and are payable for a taxable period that includes (30but does not end on) days after the Closing Date, as soon as reasonably practicable) and the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date shall (iiA) in the case of any other Taxes that are not based on income or gross receipts (e.g., property Taxes), be deemed to be the total amount of such Tax Return as soon as reasonably practicable prior to Taxes for the filing deadline for such Tax Returnperiod in question multiplied by a fraction, taking into account any valid extensions. Vista Outdoor shall revise such Vista Outdoor Prepared Return to reflect reasonable comments the numerator of Revelyst provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to the filing of any Vista Outdoor Prepared Return, (i) if a member of the Vista Outdoor Group which is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount number of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared Return. (b) Revelyst shall, at its expense, prepare, or cause to be prepared, all Tax Returns that are required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Revelyst or any of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” and together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”). To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment (i) days in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after taxable period ending on the Closing Date, as soon as reasonably practicable) and (ii) the denominator of which is the total number of days in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Returnentire taxable period in question, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Returnand **CONFIDENTIAL TREATMENT REQUESTED BY ▇▇▇▇▇▇▇▇, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared ReturnINC. (c) The Parties shall prepare (or cause to be prepared) all Pre-Closing Tax Returns (i) in a manner consistent with (A) the past practice of Vista Outdoor, Revelyst or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests.**

Tax Returns. (a) Vista Outdoor shall, at its expense, prepare, Seller shall prepare or cause to be prepared, prepared and timely file or cause to be timely filed (i) all U.S. federal income Tax Returns that are of the Company (and related Schedules K-1) required to be filed after the Closing Date for any Pre-Tax period ending on or prior to the Closing Date and (ii) any Tax Period or Straddle Period with respect to Vista Outdoor Returns (other than the Tax Returns described in clause (i) above) of the Company or any of its Subsidiaries (including, for income Taxes that are imposed on a “flow-through” basis and required to be filed after the avoidance of doubt, any Closing Date for Tax periods ending on or prior to the Closing Date. Such Tax Returns that include members of the Revelyst Group) other than Revelyst Tax Returns (such Tax Returns, “Vista Outdoor Prepared Returns”). To shall be prepared on a basis consistent with past practice except to the extent that a Vista Outdoor Prepared Return relates (A) otherwise required by applicable Laws or (B) any deviation from past practice is not reasonably expected to Revelyst Taxes, Vista Outdoor shall provide Revelyst with a draft of any such Vista Outdoor Prepared Return for review and comment (i) in the case of such Tax Return for Income Taxes at adversely affect Purchaser. At least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in for filing the case U.S. federal income Tax Return of any Vista Outdoor Prepared Return that is due less than thirty (30) days after the Company for the period ending on the Closing Date, as soon as reasonably practicable) and (ii) in the case Seller shall deliver a draft of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account together with all supporting documentation and workpapers, to Purchaser for its review and comment. If Purchaser has any valid extensions. Vista Outdoor shall revise such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided to such Tax Return, Purchaser shall, at least ten (10) days prior to the due date thereof for filing such Tax Return, notify Seller of any such reasonable comments in writing, and Seller will cause such Tax Return (taking into account any valid extensionsas revised to incorporate Purchaser’s reasonable comments) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law be timely filed and will provide a copy thereof to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to the filing of any Vista Outdoor Prepared Return, (i) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared ReturnPurchaser. (b) Revelyst shall, at its expense, prepare, Seller shall prepare or cause to be prepared, prepared all Tax Returns of the Company and its Subsidiaries (other than the Tax Returns set forth in Section 10.2(a)) for all Pre-Effective Time Periods that are required to be filed after the Closing Date for any Pre-Closing Date. Such Tax Period or Straddle Period Returns shall be prepared on a basis consistent with respect past practice except to Revelyst or any of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” and together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”). To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment (i) in the case of such Tax Return for Income Taxes at otherwise required by applicable Laws. At least thirty (30) days prior to the due date thereof taking into account for filing any valid extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior (other than any such Tax Return required to be filed contemporaneously with, or promptly after, the filing deadline for close of a Tax period), Seller shall deliver a draft of each such Tax Return, taking into account together with all supporting documentation and workpapers, to Purchaser for its review and comment. If Purchaser has any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided to such Tax Return, Purchaser shall, at least ten (10) days prior to the due date thereof for filing such Tax Return, notify Seller of any such reasonable comments in writing, and Purchaser will cause such -51- Tax Return (taking into account any valid extensionsas revised to incorporate Purchaser’s reasonable comments) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law be timely filed and will provide a copy thereof to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least Seller. (c) Within three (3) days prior to the due date for filing of any Revelyst Prepared ReturnTax Return covered by Section 10.2(b), (i) if a member of the Revelyst Group is the filing party, Vista Outdoor Seller shall pay to Revelyst an amount equal to Purchaser the Seller Share of the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared Return. (c) The Parties shall prepare (or cause to be prepared) all Pre-Closing Tax Returns (i) in a manner consistent with (A) the past practice of Vista Outdoor, Revelyst or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) shown on such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax ContestsSeller Taxes.

Tax Returns. (a) Vista Outdoor shall, at its expense, prepare, Seller shall timely prepare and file (or cause to be prepared, timely prepared and filed) (i) all Tax Returns of any Seller Affiliated Group (including Tax Returns that are required to be filed after by or with respect to any Nutrition Entity as part of a Seller Affiliated Group for Tax years or periods ending on or before the Closing Date), (ii) all other income Tax Returns required to be filed with respect to any Nutrition Entity for any Tax period ending on or before the Closing Date for (other than any Pre-Closing Straddle Period), and (iii) all other Tax Period or Straddle Period Returns required to be filed with respect to Vista Outdoor any Nutrition Entity by Seller or any of its Subsidiaries that are due (including, taking into account requests for extensions to file such returns) on or before the avoidance of doubt, any Closing Date (those Tax Returns that include members of the Revelyst Groupdescribed in clauses (i) other than Revelyst Tax Returns to (such Tax Returnsiii), “Vista Outdoor Prepared Seller Tax Returns”). To In each case, subject to the extent that a Vista Outdoor Prepared limitations described in Section 8.01, Seller shall timely remit (or cause to be timely remitted) any Taxes shown as due on such Seller Tax Returns. As any such Seller Tax Return relates to Revelyst Taxesthe Nutrition Entities, Vista Outdoor (A) Seller shall provide Revelyst prepare such Seller Tax Returns in accordance with a draft past practices of the Nutrition Entities, (B) completed drafts of any such Vista Outdoor Prepared Return for review and comment (i) in Seller Tax Returns filed after the case of such Tax Return for Income Taxes at least Closing Date shall be submitted to Purchaser not later than thirty (30) days prior to the due date thereof taking into account any valid extensions for filing such Seller Tax Return (or, in the case of any Vista Outdoor Prepared Return that if such due date is due less than thirty within forty-five (3045) days after following the Closing Date, as soon promptly as reasonably practicablepracticable following the Closing Date) for Purchaser’s review and comment; provided, that with respect to any Tax Return of a Seller Affiliated Group, Seller shall be obligated to provide only pro forma statements (including the relevant data used to create such pro forma statements, excluding data that may disclose information about the operations of any member of a Seller Affiliated Group other than a Nutrition Entity) reporting the operations of the Nutrition Entities on a separate return basis, and (C) Seller shall consider in good faith any changes to such Seller Tax Returns described in clause (ii) in the case of above that are reasonably requested by Purchaser, and shall make any other such changes to any Seller Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Vista Outdoor shall revise such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to the filing of any Vista Outdoor Prepared Return, (i) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and described in clause (ii) if a member above that Purchaser reasonably determines are necessary to enable an authorized officer of the Revelyst Group is the filing party, Vista Outdoor shall pay applicable Nutrition Entity to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to sign such Vista Outdoor Prepared Seller Tax Return. (b) Revelyst shallExcept as described in Section 8.03(a), at its expense, prepare, Purchaser shall timely prepare and file (or cause to be prepared, timely prepared and filed) all Tax Returns of the Nutrition Entities for all taxable periods that are required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Revelyst or any of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” and together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”)Date. To the extent that a Revelyst Prepared Return relates any such Tax Returns report matters for which indemnification may be claimed from Seller pursuant to Vista Outdoor TaxesSection 8.01, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment then: (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared Return. (c) The Parties Purchaser shall prepare (or cause to be prepared) all Presuch Tax Returns in accordance with past practices of the applicable Nutrition Entity, (ii) completed drafts of such Tax Returns shall be submitted to Seller not later than thirty (30) days (or five (5) days in the case of non-Closing income Tax Returns) prior to the due date for filing such Tax Returns (ior, if such due date is within forty-five (45) in a manner consistent with days following the Closing Date, as promptly as practicable prior to such due date), (Aiii) Seller shall have the past practice of Vista Outdoorright to review and comment on each such Tax Return prior to the filing thereof, Revelyst or the applicable Subsidiary and (iv) to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing relating to the extent matters for which indemnification may be claimed from Seller pursuant to Section 8.01, Purchaser shall make any changes to such accrual is supportable at a “more likely than not” or higher level Tax Returns reasonably requested by Seller. Without limiting the obligations of comfort (clauses (i) and (ii)Seller under Section 8.01, the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return Purchaser shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file remit (or cause to be filedremitted) such Tax Return (prepared in accordance any Taxes due with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as respect to such Tax ReturnReturns Purchaser files pursuant to this Section 8.03(b). No delay of Purchaser in providing Tax Returns for Seller to review pursuant to this Section 8.03(b) shall reduce or otherwise affect the obligations or liabilities of Seller pursuant to this Agreement (including the obligations of Seller under Section 8.01), the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject except to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04extent Seller is actually and materially prejudiced by such delay. (dc) For the avoidance of doubt, the Parties hereto agree that (Ai) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Vista Outdoor or other members the taxable year of the Vista Outdoor Group that are not Pre-Nutrition Entities shall end for U.S. federal income Tax purposes as of the end of the Closing Tax Returns Date and, to the extent permissible under applicable Laws, the Nutrition Entities shall elect to have each of their other taxable years end as of the end of the Closing Date; and (yii) neither Party will make a ratable allocation election under Treasury Regulation Section 1.1502-76(b)(2)(ii) or any other similar provision of Law. In accordance with Treasury Regulation Section 1.1502-76 and any analogous provision of Law, any Tax related to an extraordinary transaction not contemplated by this Agreement that occurs on the Closing Date after the Closing shall conduct (or cause be allocated to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members the taxable period beginning after the Closing Date. In addition, the principles of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests preceding sentence shall apply in the absence of an analogous provision of Law and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members in the case of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax ContestsStraddle Periods.

Tax Returns. (a) Vista Outdoor shallSeller shall timely prepare all Tax Returns of the Company and the Subsidiaries for all Pre-Closing Tax Periods. Such Tax Returns shall be prepared in an manner consistent with past practice and, at its expenseon such Tax Returns, prepareno positions shall be taken, elections made, or method adopted that is inconsistent with positions taken, elections made, or methods used in preparing similar Tax Returns in prior periods without the consent of Purchaser which consent shall not be unreasonably withheld. (b) Seller shall file or cause to be preparedfiled when due all Tax Returns of the Company and the Subsidiaries for all Pre-Closing Tax Periods that are filed on a consolidated, combined, or unitary basis by the Seller or the parent of Seller (including all federal income Tax Returns), and 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 Seller shall furnish Purchaser and the Company with copies of such Tax Returns of the Company and the Subsidiaries, on a separate company basis, within 30 days following the filing date. Seller shall prepare and send to the Company as promptly as practicable but at least five business days prior to the due date all other Tax Returns that are required to be filed by the Company and the Subsidiaries for all Pre-Closing Tax Periods, and Seller or, after the Closing Date, Purchaser shall file or cause to be filed when due such other Tax Returns. At least five business days prior to the date on which the Taxes shown on such other Tax Returns are required to be paid, Seller shall provide Purchaser with the funds for the payment of all Taxes unpaid as of the Closing Date shown to be due on such other Tax Returns and Purchaser shall be responsible for the payment of all Taxes unpaid as of the Closing Date shown to be due on such other Tax Returns, provided that Purchaser's obligation to pay such Taxes shall not limit Purchaser's indemnification rights against Seller pursuant to Section 8.9. If any such Tax Return shows an overpayment of Taxes due, Seller may credit (upon written notice to Purchaser to that effect) the amount of such overpayment against any payment otherwise due from Seller to Purchaser under this Agreement and any amount of the overpayment not so credited shall be reimbursed by Purchaser to Seller no later than five business days after the later of receipt by Purchaser of Seller's written request for reimbursement and the earlier of Purchaser's receipt of a refund on account of such overpayment and the application of such overpayment to offset a Tax liability of Purchaser or an Affiliate of Purchaser otherwise due. (c) Purchaser shall prepare and file all Tax Returns of the Company and the Subsidiaries for all Post-Closing Tax Periods. As promptly as practicable but at least five business days before the due date, Purchaser shall furnish Seller with copies of all Tax Returns of the Company and the Subsidiaries for any Post-Closing Tax Period that includes the Closing Date. At least five business days prior to the date on which the Taxes shown on such Tax Return are required to be paid, Seller shall provide Purchaser with funds for the payment of all Taxes shown to be due on such Tax Returns that are attributable to the Pre-Closing Tax Period or Straddle Period with respect to Vista Outdoor or any of its Subsidiaries (including, and Purchaser shall be responsible for the avoidance payment of doubt, any Tax Returns that include members of the Revelyst Group) other than Revelyst Tax Returns (all Taxes shown to be due on such Tax Returns, “Vista Outdoor Prepared Returns”). To the extent provided that a Vista Outdoor Prepared Return relates Purchaser's obligation to Revelyst Taxes, Vista Outdoor pay such Taxes shall provide Revelyst with a draft of any such Vista Outdoor Prepared Return for review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior not limit Purchaser's indemnification rights against Seller pursuant to the due date thereof taking into account any valid extensions (or, in the case of any Vista Outdoor Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Vista Outdoor shall revise such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to the filing of any Vista Outdoor Prepared Return, (i) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared ReturnSection 8.9. (b) Revelyst shall, at its expense, prepare, or cause to be prepared, all Tax Returns that are required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Revelyst or any of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” and together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”). To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared Return. (c) The Parties shall prepare (or cause to be prepared) all Pre-Closing Tax Returns (i) in a manner consistent with (A) the past practice of Vista Outdoor, Revelyst or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests.

Tax Returns. (a) Vista Outdoor shallThe Selling Stockholders shall include the income of the Company for all periods through the Closing Date (including any deferred amounts triggered into income under Section 1.1502-13 of the Treasury regulations and any excess loss account taken into income under Section 1.1502-19 of the Treasury regulations) on the consolidated federal income Tax Returns of the applicable Relevant Group. The Selling Stockholders shall pay any federal income Taxes attributable to such income. The Company will furnish Tax information to the Selling Stockholders for inclusion in the consolidated federal income Tax Return of the applicable Relevant Group for the period that includes the Closing Date in accordance with past custom and practice of the Company. The Selling Stockholders will allow Buyer an opportunity to review and comment upon such Tax Returns (including any amended Tax Returns) to the extent that they relate to the Company. The principles of this Section 9.05(a) shall apply to any state or local income Tax for which the Company files a combined, at its expenseconsolidated, prepare, unitary or similar Tax Return with any Affiliate of the Selling Stockholders. (b) The Selling Stockholders shall file or cause to be prepared, filed all separate Tax Returns of the Company for all taxable periods that end on or before the Closing Date. The Selling Stockholders shall pay or cause to be paid all Tax liabilities shown by such Tax Returns to be due. (c) Buyer shall be responsible for the preparation and timely filing of all Tax Returns of the Company for all taxable periods that are required to be filed end after the Closing Date Date. (d) With respect to a Tax Return of the Company for any Pre-taxable period that begins on or before the Closing Tax Period or Straddle Period with respect to Vista Outdoor or any of its Subsidiaries (includingDate and ends after the Closing Date, for the avoidance of doubt, any Tax Returns that include members of the Revelyst Group) other than Revelyst Tax Returns (such Tax Returns, “Vista Outdoor Prepared Returns”). To the extent that a Vista Outdoor Prepared Return relates to Revelyst Taxes, Vista Outdoor shall provide Revelyst with a draft of any such Vista Outdoor Prepared Return for review and comment (i) in the case of such Tax Return for Income Taxes at least thirty twenty (3020) days prior to the due date thereof taking into account (giving effect to any valid extensions extension thereof) of such Tax Return, Buyer shall cause to be presented to the Selling Stockholders for the Selling Stockholders' approval (or, in such approval not to be unreasonably withheld) a copy of such Tax Return accompanied by an allocation of the case Taxes shown to be due thereon between the portion of any Vista Outdoor Prepared Return that is due less than thirty (30) days such period up to and including the Closing Date and the portion of such period beginning after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Vista Outdoor shall revise such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided at least Not later than ten (10) days prior to before the due date thereof (taking into account giving effect to any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to the filing of any Vista Outdoor Prepared Return, (i) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared Return. (b) Revelyst shall, at its expense, prepare, or cause to be prepared, all Tax Returns that are required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Revelyst or any of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” and together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”). To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared Return. (c) The Parties shall prepare (or cause to be prepared) all Pre-Closing Tax Returns (i) in a manner consistent with (A) the past practice of Vista Outdoor, Revelyst or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealedextension thereof) of the Parties’ dispute as to such Tax Return, the applicable Party Selling Stockholders shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject pay to the preceding two sentences, disputes over Company the preparation portion of any Pre-Closing Tax Return shall be subject the Taxes so allocated to the procedures set forth in Section 4.04portion of such period up to and including the Closing Date. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests.

Tax Returns. (a) Vista Outdoor shallExcept to the extent inconsistent with the second sentence of Section 5.06(d), at its expense, prepare, the Parent shall prepare or cause to be prepared, prepared and file or cause to be filed all Tax Returns that for the Company and the Company Subsidiary for Taxable periods ending on or prior to the Closing Date and for Taxable periods beginning before the Closing Date and ending after the Closing Date (“Straddle Returns”) which are required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period Date. Except with respect to Vista Outdoor or any Taxes relating to the U.S. Withholding Liability, the parties agree that the Escrow Agent shall pay to the Parent first from the Cash Escrow Amount, and second, if no amount remains in the Cash Escrow Amount, from the Stock Escrow Amount (subject to, and in accordance with, the provisions of its Subsidiaries Article VIII and the Escrow Agreement), an amount equal to (including, for the avoidance of doubt, any A) all Taxes shown on such Tax Returns that include members of the Revelyst Group) other than Revelyst Tax Returns (such Tax Returns, “Vista Outdoor Prepared Returns”). To the extent that a Vista Outdoor Prepared Return relates to Revelyst Taxes, Vista Outdoor shall provide Revelyst with a draft of any such Vista Outdoor Prepared Return for review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days taxable periods ending on or prior to the due date thereof taking into account Closing Date; and (B) the portion of such Taxes shown on Straddle Returns which relates to the portion of such Taxable period ending on the Closing Date, in each case only to the extent such Taxes are not reflected in the reserve for Tax liability (rather than any valid extensions reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the Final Closing Balance Sheet (oras finally determined). For purposes of this Section, in the case of any Vista Outdoor Prepared Return Taxes that is due less than thirty are imposed on a periodic basis and are payable for a Taxable period that includes (30but does not end on) days after the Closing Date, as soon as reasonably practicable) and the portion of such Tax which relates to the portion of such Taxable period ending on the Closing Date shall (iix) in the case of any Taxes other such Tax Return as soon as reasonably practicable prior than Taxes based upon or related to the filing deadline for such Tax Returnincome or receipts, taking into account any valid extensions. Vista Outdoor shall revise such Vista Outdoor Prepared Return be deemed to reflect reasonable comments of Revelyst provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to the filing of any Vista Outdoor Prepared Return, (i) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to be the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) if Tax for the entire Taxable period multiplied by a member fraction the numerator of the Revelyst Group which is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to number of days in the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared Return. (b) Revelyst shall, at its expense, prepare, or cause to be prepared, all Tax Returns that are required to be filed after Taxable period ending on the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Revelyst or any and the denominator of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” and together with which is the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”). To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft number of any Revelyst Prepared Return for its review and comment (i) days in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (orentire Taxable period, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (iiy) in the case of any other such Tax Return as soon as reasonably practicable prior based upon or related to the filing deadline for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount income or receipts be deemed equal to the amount of Vista Outdoor Taxes due with respect which would be payable if the relevant Taxable period ended on the Closing Date. All determinations necessary to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal give effect to the amount of Revelyst Taxes due with respect to such Revelyst Prepared Return. (c) The Parties foregoing allocations shall prepare (or cause to be prepared) all Pre-Closing Tax Returns (i) made in a manner consistent with (A) the past prior practice of Vista Outdoorthe Company and the Company Subsidiary. The Parent shall permit the Stockholders’ Representative, Revelyst at its expense, an opportunity to review and make reasonable comment on any Tax Returns prepared pursuant to this Section 5.06(b) prior to filing if the payment of the Tax shown as due and payable on such Tax Return would give rise to an indemnification obligation by the Stockholders pursuant to Article VIII. The Parent agrees to consider reasonable comments provided by the Stockholders’ Representative to Parent within seven (7) days after receipt of such draft or pro forma Tax Return. If the applicable Subsidiary to the extent such past practices are supportable at Parent does not accept a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii)reasonable comment, the “Agreed Tax Principles”)Stockholders’ Representative may dispute such decision as part of any determination of the Stockholders’ obligation to indemnity the Parent for the Taxes to which such reasonable comments related; provided thatprovided, if the Party reviewing the Tax Return objects however, that Parent shall not be required to whether a position is supportable at a “more likely than not” or higher level of comfortdelay, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) delayed, the filing of such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final pending resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04dispute. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests.

Tax Returns. (a) Vista Outdoor shall, at its expense, prepare, Seller shall prepare or cause to be prepared, prepared (at its own cost and expense and in a manner consistent with past practice) all Income Tax Returns that are required to be filed after by or on behalf of Company for taxable years or periods ending on or before the Closing Date. Seller shall, on a timely basis, file such Tax Returns and pay the amounts shown as due thereon to the appropriate Governmental Body. Subject to the foregoing, the income of Company for the taxable year of Seller that includes the Closing shall be determined for the period up to and including the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Vista Outdoor or any by closing the books of its Subsidiaries (including, for the avoidance of doubt, any Tax Returns that include members Company as of the Revelyst Group) end of the Closing Date or by any other than Revelyst Tax Returns (such Tax Returnsreasonable method agreed to by Seller and Purchaser, “Vista Outdoor Prepared Returns”). To the extent except that a Vista Outdoor Prepared Return relates to Revelyst Taxes, Vista Outdoor shall provide Revelyst with a draft of any such Vista Outdoor Prepared Return for review and comment (i) exemptions, allowances, or deductions that are calculated on an annual basis (such as deductions for depreciation or amortization) shall be apportioned on a time basis and (ii) such determination shall be consistent with the principles of Treasury Regulation Section 1.1502-76. Company will furnish Tax information to Seller for inclusion in the case of such Seller's federal consolidated Income Tax Return for Income Taxes at least thirty in accordance with the parties' past custom and practice, and Purchaser will provide (30or cause to be provided) to Seller no later than 120 days prior to the due date thereof taking into account (with extensions) of Seller's Tax Return for the taxable year including the Closing all information and calculations relating to the proper determination of the income of Company for such period. If, within 60 days of Seller's receipt of such information and calculations, Seller does not object to Purchaser's determination, the determination shall be final and shall be used by Seller, Purchaser, and Company. If Seller objects in writing to such determination within such 60 days, Purchaser and Seller shall negotiate in good faith to resolve any valid extensions (or, in dispute. If Seller and Purchaser shall not have agreed to the case of any Vista Outdoor Prepared Return that is due less than thirty (30) proper determination within 10 days after Seller's objection, any disputed aspects of the Closing Date, determination shall be resolved by a mutually agreeable "big four" public accounting firm that does not serve either Seller or Purchaser (the "Independent Firm") as soon as reasonably practicable) and (ii) , but in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Vista Outdoor shall revise such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided at least ten (10) no event later than 20 days prior to the due date thereof (taking into account any valid with extensions) to the extent such comments are consistent with the Agreed of Seller's Tax PrinciplesReturn. The applicable Party required decision of the Independent Firm shall be final, and the costs, expenses, and fees of the Independent Firm shall be borne equally by Law to file such Vista Outdoor Prepared Returns Seller and Purchaser. Neither Seller nor Purchaser (or their respective affiliates) shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days Income Tax Return prior to to, or inconsistent with, the filing of any Vista Outdoor Prepared Return, (i) if a member determination of the Vista Outdoor Group is proper income of Company for the filing party, Revelyst shall pay pre-Closing period pursuant to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared Returnthis Section 14.1(a). (b) Revelyst shall, at its expense, prepare, Seller additionally shall prepare or cause to be prepared, prepared (at its own cost and expense and in a manner consistent with past practice) all Tax Returns that are of, including or relating to Company required to be filed after on or before the Closing Date for any Pre-Closing Date. Seller shall, on a timely basis, file such Tax Period or Straddle Period with respect to Revelyst or any of its Subsidiaries other than any Vista Outdoor Prepared Returns (or cause such Tax Returns, “Revelyst Prepared Returns” Returns to be filed) and together with pay the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”). To the extent that a Revelyst Prepared Return relates amounts shown as due thereon (or cause such amounts to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment (ibe paid) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the appropriate Governmental Body. (c) Purchaser shall prepare or cause to be prepared (at its own cost and expense) all other Tax Returns of Company for all other taxable periods and, subject to Section 14.5(b), pay the amounts shown as due date thereof taking into account thereon to the appropriate Governmental Body. For any valid extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) days taxable period beginning before and ending on or after the Closing Date, the Taxes of Company for the period ending on the Closing Date shall be determined by closing the books of Company as soon as reasonably practicableof the end of the Closing Date or by any other reasonable method agreed to by Seller and Purchaser, except that (i) and exemptions, allowances, or deductions that are calculated on an annual basis shall be apportioned on a time basis, (ii) in all property Taxes, guaranty fund assessments, or other Taxes (other than Income, premium, franchise, or similar Taxes) as to which the case of any other such Tax Return as soon as reasonably practicable prior lien or assessment date occurs on or before the Closing Date shall be attributed to the filing deadline for such Tax Returnpre-Closing period and shall be the liability of Seller, taking into account any valid extensions. Revelyst and (iii) all property Taxes, guaranty fund assessments, or other Taxes (other than Income, premium, franchise, or similar Taxes) as to which the lien or assessment date occurs after the Closing Date shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior not be attributed to the due date thereof pre-Closing period and shall not be the liability of Seller. The determination of such Taxes shall be made by following procedures consistent (taking into account any valid extensions) to the extent such comments are consistent possible) with those in Section 14.1(a). Any dispute between Seller and Purchaser regarding the Agreed Tax Principles. The applicable Party required computation or determination of Taxes under this Section 14.1(c) shall be resolved by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared Return. (c) The Parties shall prepare (or cause to be prepared) all Pre-Closing Tax Returns (i) Independent Firm in a manner consistent with (A) the past practice of Vista Outdoor, Revelyst or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (iiSection 14.1(a), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04. (d) For avoidance Except as required by law, no position shall be taken on any Tax Return (including any amended Tax Return) filed by Seller or Company on or after the date hereof by or on behalf of doubtCompany for any period ending on or before the Closing Date that would adversely affect Purchaser or Company after the Closing unless Seller shall indemnify and hold harmless Purchaser from such adverse effect, provided that Seller and Company may take positions consistent with their historic positions and past practices on Tax matters. Except as required by law, no position shall be taken on any Tax Return (Aincluding any amended Tax Return) Vista Outdoor (x) filed by Purchaser or Company after the Closing Date by or on behalf of Company for any period beginning on or before the Closing Date and ending after the Closing Date that would adversely affect Seller unless Purchaser shall prepare indemnify and file (or cause to be prepared hold harmless Seller from such adverse effect, provided that Purchaser and filed) all Company may take positions consistent with Seller's and Company's historic positions and past practices on Tax Returns with respect to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contestsmatters.

Tax Returns. (ai) Vista Outdoor shall, at its expense, prepare, Purchaser shall prepare or cause to be preparedprepared and file or cause to be filed, at Purchaser’s cost and expense, all Tax Returns that of the Company, other than the Tax Returns for the Company described in Sections 5.13(c)(ii) and (iii) below, which are required to be filed due after the Closing Date Date. With respect to all Tax periods ending on or prior to the Closing Date, Sole Member shall reimburse Purchaser or the Company for any Pre-Taxes of the Company within fifteen (15) days after payment by Purchaser or the Company of such Taxes. With respect to Tax periods beginning before and ending after the Closing Tax Period Date, Sole Member shall pay to Purchaser within fifteen (15) days after payment by Purchaser or Straddle Period the Company of such Taxes with respect to Vista Outdoor or any such periods an amount equal to the portion of its Subsidiaries (including, for such Taxes that relates to the avoidance portion of doubt, any Tax Returns that include members of the Revelyst Group) other than Revelyst Tax Returns (such Tax Returnsperiod ending on the Closing Date. For purposes of this Section 5.13(c)(i), “Vista Outdoor Prepared Returns”). To in the extent case of any Taxes that are imposed on a Vista Outdoor Prepared Return periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to Revelyst Taxes, Vista Outdoor the portion of such Tax period ending on the Closing Date shall provide Revelyst with a draft of any such Vista Outdoor Prepared Return for review and comment (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Taxes for the entire Tax period multiplied by a fraction, the numerator of which is the number of days in the Tax period ending on and including the Closing Date, and the denominator of which is the number of days in the entire Tax period, and (ii) in the case of any Taxes based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date, using the “closing of the books” method of accounting, and in a manner consistent with the determination of the Acquisition Consideration Adjustment, if any. Any credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. (ii) Sole Member shall prepare or cause to be prepared and timely file or cause to be timely filed, at Sole Member’s cost and expense, in a manner consistent with Section 5.13(b) and with the determination of the Acquisition Consideration Adjustment, if any, all Tax Returns for the Company for all periods ending on or prior to the Closing Date, including, without limitation, the income and franchise Tax Return(s) for the Company for the fiscal year or portion thereof in which the Closing occurs (“Final Tax Return”) and shall deliver or cause to be delivered any such Final Tax Return and financial statements for the time period covered by the Final Tax Return to the Purchaser. Sole Member shall provide Purchaser with a draft copy of such Tax Return for Income Taxes Returns at least thirty (30) days prior to the due date thereof taking into account any valid extensions (orthereof, shall permit Purchaser to review and comment on each of such Tax Returns described in the case preceding sentence prior to filing and shall make such revisions to any such Tax Returns as are reasonably requested by Purchaser. Sole Member shall reimburse Purchaser or the Company for any Taxes of any Vista Outdoor Prepared Return that is due less than thirty the Company with respect to all Tax periods ending on or prior to the Closing Date within fifteen (3015) days after payment by Purchaser or the Closing Date, as soon as reasonably practicable) and (ii) in the case Company of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Vista Outdoor shall revise such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to the filing of any Vista Outdoor Prepared Return, (i) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared Return. (b) Revelyst shall, at its expense, prepare, or cause to be prepared, all Tax Returns that are required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Revelyst or any of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” and together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”)Taxes. To the extent required by applicable law, Sole Member shall include any income, gain, loss, deduction or other tax items for such periods on Sole Member’s Tax Returns. (iii) The Company and Sole Member further agree that a Revelyst Prepared Return relates Sole Member shall be responsible for the preparation and filing of all IRS Forms 1099 and W-2, including the provision of said forms to Vista Outdoor Taxesemployees of the Company, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days all periods ending on or prior to the due date thereof taking into account any valid extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared Return. (c) The Parties shall prepare (or cause to be prepared) all Pre-Closing Tax Returns (i) in a manner consistent with (A) the past practice of Vista Outdoor, Revelyst or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests.

Tax Returns. Except as otherwise provided in Section 11.8: (a) Vista Outdoor shall, at its expense, prepareSellers shall prepare and timely file (taking into account all valid extensions), or shall cause to be preparedprepared and timely filed (taking into account all valid extensions), all Income Tax Returns that are required of the Acquired Companies covering a taxable period ending on or prior to be filed the Closing Date with an initial due date (taking into account all applicable extensions) after the Closing Date for any (each, a “Pre-Closing Tax Period or Straddle Period Return”), and each such Pre-Closing Tax Return shall be prepared in a manner consistent with respect to Vista Outdoor or any of its Subsidiaries (including, for the avoidance of doubt, any Tax Returns that include members past custom and practice of the Revelyst Group) other than Revelyst Tax Returns (such Acquired Companies in filing their income Tax Returns. For purposes of calculating the Tax liability for a Pre-Closing Tax Period, “Vista Outdoor Prepared Returns”). To the extent that a Vista Outdoor Prepared Return relates to Revelyst Taxes, Vista Outdoor shall provide Revelyst with a draft of any such Vista Outdoor Prepared Return for review and comment (i) all Company Transaction Costs of the Acquired Companies shall be deemed to have accrued on or before the Closing Date and treated as deductions on any applicable Pre-Closing Tax Return, (ii) the Acquired Companies shall timely and properly make an election under Revenue Procedure 2011-29 to deduct seventy percent (70%) of any success-based fees as defined in Treasury Regulation Section 1.263(a)-5(f) incurred by the case Acquired Companies in connection with the transactions contemplated by this Agreement (“Deductible Success-Based Fees”), and (iii) carry back, to the maximum extent permitted by applicable Law, any net operating losses of the Acquired Companies attributable to any taxable period ending on or before the Closing Date. Sellers shall provide a copy of each such Pre-Closing Tax Return Return, together with all supporting documentation and workpapers, to Buyer for Income Taxes Buyer’s review and reasonable comment at least thirty (30) days prior to the due date thereof (taking into account all valid extensions) for filing such Pre-Closing Tax Return, and Sellers shall include any reasonable comments provided in writing by Buyer to Sellers at least fourteen (14) days prior to the due date (taking into account all valid extensions (orextensions) for filing such Pre-Closing Tax Return; provided, however, that in the case of any Vista Outdoor Prepared a Pre-Closing Tax Return that for which the filing deadline (including extensions) is due less than within thirty (30) days after the Closing Date, as soon as reasonably practicablethe Sellers shall (x) and (ii) in the case provide a copy of any other such Pre-Closing Tax Return as soon as reasonably practicable prior to the filing deadline Buyer for such Tax Return, taking into account any valid extensions. Vista Outdoor shall revise such Vista Outdoor Prepared Return to reflect Buyer’s review and reasonable comments of Revelyst provided comment at least ten (10) days prior to the due date thereof (taking into account any valid including extensions) and (y) include any reasonable comments provided by Buyer to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. At Sellers at least three five (35) days prior to such due date (including extensions). To the filing extent such Taxes are an obligation of any Vista Outdoor Prepared ReturnSellers pursuant to Section 11.1(a), (i) if a member of the Vista Outdoor Group is the filing party, Revelyst Sellers shall pay to Vista Outdoor an amount equal to the Acquired Companies the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) if a member of Tax owed within the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared Returntime period specified in Section 11.3(c). (b) Revelyst shall, at its expense, prepareBuyer shall prepare and timely file (taking into account all valid extensions), or shall cause to be preparedprepared and timely filed (taking into account all valid extensions), all Tax Returns that are required to be filed after of the Closing Date for any Pre-Closing Tax Period or Acquired Companies covering a Straddle Period (each, a “Straddle Tax Return”), and each such Straddle Tax Return shall be prepared in a manner consistent with respect to Revelyst past custom and practice except as otherwise required by applicable Law or any fact. Buyer shall provide a copy of its Subsidiaries other than any Vista Outdoor Prepared Returns (each such Straddle Tax ReturnsReturn, “Revelyst Prepared Returns” and together with the Vista Outdoor Prepared Returnsall supporting documentation and workpapers, “Pre-Closing Tax Returns”). To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return Sellers for its Sellers’ review and reasonable comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof (taking into account all valid extensions) for filing such Straddle Tax Return, and Buyer shall include any reasonable comments provided in writing by Sellers to Buyer at least fourteen (14) days prior to the due date (taking into account all valid extensions (orextensions) for filing such Straddle Tax Return; provided, however, that in the case of any Revelyst Prepared a Straddle Tax Return that for which filing deadline (including extensions) is due less than within thirty (30) days after the Closing Date, as soon as reasonably practicableBuyer (i) shall in good faith attempt (but shall not have any obligation) to provide a copy of such Straddle Tax Return to Sellers for Sellers’ review and (ii) in the case does not have any obligation to accept any of any other Sellers’ comments with respect to such Straddle Tax Return as soon as reasonably practicable prior Return. Subject to the filing deadline indemnification obligations of Sellers pursuant to Section 11.1(a), the Acquired Companies, as applicable, shall be responsible for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof timely paying (taking into account any all valid extensions) all Taxes reflected on a Straddle Tax Return to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared ReturnTaxing Authority. (c) The Parties shall prepare (or cause to be prepared) all Pre-Closing Tax Returns (i) in a manner consistent with (A) the past practice of Vista Outdoor, Revelyst or the applicable Subsidiary to To the extent such past practices are supportable at Taxes reflected on a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject or Straddle Tax Return are the obligation of Sellers pursuant to Section 11.1(a), Sellers will pay to Buyer the procedures set forth in amount of Taxes reflected on such Pre-Closing Tax Return or Straddle Tax Return, as applicable, that are the obligation of Sellers pursuant to Section 4.0411.1(a) within five (5) Business Days after the earlier of (i) a written request by Buyer, or (ii) the due date (including extensions of such Pre-Closing Tax Return or Straddle Tax Return. (d) For the avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Vista Outdoor or other members of the Vista Outdoor Group that are not term Pre-Closing Tax Returns Return and (y) Straddle Tax Return shall conduct (or cause not include, and this Section 11.3 shall not apply to, any Tax Return that is not required under applicable Law to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members filed by the Acquired Companies, such as the consolidated U.S. federal income tax return of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests Allholdco affiliated group. (e) If requested by Sellers, Buyer shall provide Sellers with executed powers of attorney on IRS FORM 2848 and (B) Revelyst (x) shall prepare appropriate powers of attorney for state and local tax filing authorizing a designated representative of Sellers to sign and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns Returns, otherwise, Buyer agrees to sign and (y) shall conduct (or cause to be conducted) all file the Pre-Closing Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax ContestsReturns.

Tax Returns. (ai) Vista Outdoor shall, The Selling Stockholder shall prepare or shall cause to be prepared and timely file or cause to be timely filed (at its expense) all Tax Returns for the Company and the Subsidiaries for all periods ending on or prior to the Closing Date, preparethat are filed after the Closing Date (except to the extent that the operations of the Company and the Subsidiaries on the Closing Date are required to be included in the consolidated, unitary or combined income Tax Return of the Purchaser and its Affiliates). Such Tax Returns shall be prepared in a manner consistent with the Tax Returns (including amended Tax Returns) of the Company and Subsidiaries filed on or prior to the Closing Date for prior fiscal periods, and are subject to the Purchaser’s right to review any such Tax Returns within not less than 30 days (or such shorter period as may reasonably be required) prior to their required filing date and to the Purchaser’s agreement with the relevant positions, information and data set forth in such Tax Returns (which agreement shall not be unreasonably withheld). The Selling Stockholder shall pay, or cause to be preparedpaid, all Tax Returns that are Taxes shown as due (or required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Vista Outdoor or any of its Subsidiaries (including, for the avoidance of doubt, any shown as due) on such Tax Returns that include members of the Revelyst Group) other than Revelyst Tax Returns (such Tax Returns, “Vista Outdoor Prepared Returns”). To to the extent that a Vista Outdoor Prepared Return relates to Revelyst Taxes, Vista Outdoor shall provide Revelyst with a draft such Taxes exceed the amount of any such Vista Outdoor Prepared Return for review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking taken into account any valid extensions (or, in the case of any Vista Outdoor Prepared Return that is due less than thirty (30) days after determining the Closing Date, as soon as reasonably practicable) and Net Working Capital adjustment in Section 3.3 (the “Target Tax Amount”). (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Vista Outdoor shall revise such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to the filing of any Vista Outdoor Prepared Return, (i) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared Return. (b) Revelyst shall, at its expense, prepare, or cause to be prepared, all Tax Returns that are required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Revelyst or any of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” and together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”). To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared Return. (c) The Parties Purchaser shall prepare (or cause to be prepared) all Pre-Closing Tax Returns (i) in a manner consistent with (A) the past practice of Vista Outdoor, Revelyst or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns and (y) shall conduct (file or cause to be conductedfiled (at its expense) all any Tax Contests relating to Taxes of Vista Outdoor or other members Returns of the Vista Outdoor Group Company and Subsidiaries for Tax periods which begin before the Closing Date and end after the Closing Date (and to the extent that the operations of the Company and the Subsidiaries on the Closing Date are required to be included in the consolidated, unitary or combined Tax Return of Purchaser and its Affiliates, Purchaser will cause the operations of the Company and Subsidiaries to be so included). Subject to the Selling Stockholder’s right to review any such Tax Returns within not Revelyst less than 30 days (or such shorter period as may reasonably be required) prior to their required filing date and to the Selling Stockholder’s agreement with the relevant information and data set forth in such Tax Contests or Vista Outdoor Returns, which agreement shall not be unreasonably withheld, the Selling Stockholder shall pay to Purchaser within fifteen days after the date on which Taxes are paid with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such Taxable period ending on the Closing Date to the extent that such Taxes (together with the Taxes with respect to Tax Contests and Returns described in Section 8.10(a)(i)) exceed the Target Tax Amount. (Biii) Revelyst (x) Purchaser shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (file or cause to be conductedfiled (at its expense) all any Tax Contests relating to Taxes of Revelyst or other members Returns of the Revelyst Group that are not Revelyst Company and Subsidiaries for Tax Contests or Vista Outdoor Tax Contestsperiods which begin after the Closing Date.

Tax Returns. The following provisions shall govern the filing of Tax Returns. (ai) Vista Outdoor shallThe Sellers and the Buyer will, at its expenseto the extent permitted by applicable Law, prepare, elect with the appropriate Taxing Authority to close the periods of the Acquired Entities as of and including the Closing Date. In any case in which applicable Law does not require or cause permit such a Tax period of the Acquired Entities to be preparedclosed as of and including the Closing Date, all any Tax Returns pertaining to a period that are required to be filed begins on or before the Closing Date and ends after the Closing Date for any (a "Straddle Period") shall be apportioned in accordance with the provisions of Section 4.12(a)(ii). (ii) For purposes of this Agreement, all Taxes of the Acquired Entities that relate to a Straddle Period will be apportioned between the portion of the Straddle Period beginning on or before and ending on and including the Closing Date ("Pre-Closing Tax Period or Straddle Period") and the portion of the Straddle Period with respect to Vista Outdoor or any that begins on the day following the Closing Date (the "Post-Closing Straddle Period") as follows: the portion of its Subsidiaries (including, for the avoidance of doubt, any Tax Returns that include members of the Revelyst Group) other than Revelyst Tax Returns (such Tax Returns, “Vista Outdoor Prepared Returns”). To the extent that related to a Vista Outdoor Prepared Return relates to Revelyst Taxes, Vista Outdoor Pre-Closing Straddle Period shall provide Revelyst with a draft of any such Vista Outdoor Prepared Return for review and comment (i) in the case of such real estate or personal property Taxes and Taxes based on a flat dollar amount, be deemed to be the amount of the Tax Return for Income Taxes at least thirty (30) the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days prior to the due date thereof taking into account any valid extensions (or, in the case Pre-Closing Straddle Period and the denominator of any Vista Outdoor Prepared Return that which is due less than thirty (30) the number of days after in the Closing Dateentire Straddle Period, as soon as reasonably practicable) and (ii) in the case of any Tax other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Vista Outdoor shall revise such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to the filing of any Vista Outdoor Prepared Return, than those in (i) if a member of the Vista Outdoor Group is the filing partyabove, Revelyst shall pay be deemed to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) which would be payable if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared Return. (b) Revelyst shall, at its expense, prepare, or cause to be prepared, all Tax Returns that are required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Revelyst or any ended at the close of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” and together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”). To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after business on the Closing Date, as soon as reasonably practicable) ; and (ii) in the case portion of any other such Tax Return as soon as reasonably practicable prior related to the filing deadline for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared Return. (c) The Parties shall prepare (or cause to be prepared) all PrePost-Closing Tax Returns (i) Straddle Period shall be calculated in a manner consistent with (A) the past practice of Vista Outdoor, Revelyst or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04corresponding manner. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests.

Tax Returns. (ai) Vista Outdoor shall, at its expense, prepareBuyer shall ensure that the Company prepares and timely files, or cause causes to be preparedprepared and timely filed, on a basis consistent with past practice unless otherwise required by applicable Legal Requirements, all Tax Returns of the Company for any periods ending on or prior to the Closing Date that are required to be filed after the Closing Date and all Tax Returns for the Company for any Straddle Periods. Buyer shall deliver to the Sellers’ Representative for the Sellers’ Representative’s review and comment a copy of each such Tax Return at least fifteen (15) Business Days prior to the due date for the filing of such Tax Return (taking into account any extension). Buyer shall consider in good faith any reasonable comments provided by the Sellers’ Representative with respect to any such Tax Return (provided that, in the case of a Tax Return for any Straddle Period, such comment relates to the Pre-Closing Tax Period) at least five (5) Business Days prior to the due date for the filing of such Tax Return. (ii) For purposes of this Agreement, in the case of Straddle Period, the portion of any Taxes allocable to the Pre-Closing Tax Period or Straddle Period with respect to Vista Outdoor or any of its Subsidiaries (including, for the avoidance of doubt, any Tax Returns that include members of the Revelyst Group) other than Revelyst Tax Returns (such Tax Returns, “Vista Outdoor Prepared Returns”). To the extent that a Vista Outdoor Prepared Return relates to Revelyst Taxes, Vista Outdoor shall provide Revelyst with a draft of any such Vista Outdoor Prepared Return for review and comment will be (i) in the case of Property Taxes for assets held by the Company at Closing and that were already subject to such Tax Return for Income Property Taxes at least thirty (30) days prior to Closing, deemed to be the due date thereof taking into account any valid extensions (oramount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the case Pre-Closing Tax Period and the denominator of any Vista Outdoor Prepared Return that which is due less than thirty (30) the number of calendar days after in the Closing Date, as soon as reasonably practicable) entire Straddle Period and (ii) in the case of any all other such Tax Return Taxes, determined as soon as reasonably practicable prior to though the filing deadline for such Tax Return, taking into account any valid extensions. Vista Outdoor shall revise such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to the filing of any Vista Outdoor Prepared Return, (i) if a member taxable year of the Vista Outdoor Group is Company terminated at the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount close of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared Return. (b) Revelyst shall, at its expense, prepare, or cause to be prepared, all Tax Returns that are required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Revelyst or any of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” and together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”). To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after business on the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared Return. (c) The Parties shall prepare (or cause to be prepared) all Pre-Closing Tax Returns (i) in a manner consistent with (A) the past practice of Vista Outdoor, Revelyst or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests.

Tax Returns. Buyer shall timely prepare and file the Straddle Period Tax Returns (a) Vista Outdoor shall, at its expense, prepareas defined below). Seller shall be responsible for all Taxes for periods prior to the Closing Date. Buyer acknowledges that the 2014 Taxes have not been accrued or otherwise reflected in the Financial Statements. Buyer shall deliver, or cause to be prepareddelivered, all any such Straddle Period Tax Returns that are required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Vista Outdoor or any of its Subsidiaries (including, for the avoidance of doubt, any Tax Returns that include members of the Revelyst Group) other than Revelyst Tax Returns (such Tax Returns, “Vista Outdoor Prepared Returns”). To the extent that a Vista Outdoor Prepared Return relates to Revelyst Taxes, Vista Outdoor shall provide Revelyst with a draft of any such Vista Outdoor Prepared Return Seller for review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) business days prior to the due date thereof taking into account for filing thereof. Buyer shall accept any valid extensions (or, in reasonable written comments received from the case of any Vista Outdoor Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other Seller with respect to such Straddle Period Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Vista Outdoor shall revise such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided Returns at least ten fifteen (1015) business days prior to the due date thereof (taking into account of any valid extensions) such tax returns. Buyer and the Seller shall attempt in good faith to agree to any comments by the extent Seller and, if Buyer and the Seller cannot agree to any such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. At least three within ten (310) days prior to the filing of any Vista Outdoor Prepared Return, (i) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared Return. (b) Revelyst shall, at its expense, prepare, or cause to be prepared, all Tax Returns that are required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Revelyst or any of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” and together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”). To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) business days prior to the due date thereof taking into account any valid extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after the Closing Datesuch tax return, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared Return. (c) The Parties shall prepare (or cause to be prepared) all Pre-Closing Tax Returns (i) in a manner consistent with (A) the past practice of Vista Outdoor, Revelyst or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Straddle Period Tax Return shall be subject submitted to an independent accounting firm mutually acceptable to Buyer and Seller for resolution and, if Buyer and Seller cannot agree on the procedures set forth in Section 4.04. (d) For avoidance selection of doubtsuch independent accounting firm, (A) Vista Outdoor (x) each of Buyer and the Seller shall prepare select a recognized national or regional independent accounting firm and file (or cause the two independent accounting firms so selected shall select a third independent accounting firm that is independent, Buyer and the Seller and the Straddle Period Tax Returns shall be submitted to such third independent accounting firm for resolution. The fees and expenses of the accounting firm to which such Straddle Period Tax Return have been submitted for resolution shall be borne by the Buyer. All Tax Returns shall be prepared and filedfiled in a manner that is consistent with the past practices of Stock Purchase Agreement page 11 of 30 the Company unless (i) all the party required to prepare the Tax Return obtains a written opinion of its tax advisor that such past practice is not more likely than not to be successfully defended in a judicial or administrative proceeding, (ii) such past practice resulted in an adjustment by a taxing authority, or (iii) otherwise required by law. No party shall amend any Tax Return (as hereinafter defined) of the Company or covering the operations of Company for any taxable period ending on or prior to the Closing Date in any manner that would adversely affect the other party without, in each case, the consent of the other party (which consent shall not be unreasonably withheld, delayed, or conditioned). "Straddle Period Tax Returns" means any Tax Returns for any Taxes with respect to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns and Company for a Straddle Period (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns as defined below). "Straddle Period" means with respect to Revelyst or other members of taxes, the Revelyst Group tax period that are not Pre-Closing Tax Returns begins on January 1, 2014, and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contestsends on December 31, 2014.

Tax Returns. (ai) Vista Outdoor shallConsistent with the Company’s treatment as a disregarded entity for income Tax purposes, at its expenseSeller shall include all items of income, preparegain, loss and deduction of the Company for any period or portion thereof through the Closing Date (based on a closing of the books method) on Seller’s income Tax Returns. Seller shall prepare and timely file or cause to be prepared, prepared and timely filed all Tax Returns that are required to be filed by or with respect to the Company on or before the Closing Date, and Seller shall pay, or cause to be paid, all Taxes shown as due on such Tax Returns. All items of income, gain, loss and deduction of the Company for any period or portion thereof beginning after the Closing Date for shall be reported on Parent’s income Tax Returns. All income Tax deductions that result from or are attributable to payment of (a) Third-Party Expenses and (b) the write-off of deferred financing fees and payment of Indebtedness shall, to the extent permitted by Law and to the extent economically borne by Seller, be reported on Seller’s income Tax Returns. (ii) Parent shall prepare or cause to be prepared all non-income Tax Returns of the Company first due after the Closing Date (other than any Pre-Closing Tax Period or Straddle Period with respect to Vista Outdoor or any of its Subsidiaries (including, for the avoidance of doubt, any such Tax Returns that already have been filed prior to the Closing Date) that include members of any taxable period or portion thereof ending on or before the Revelyst Group) other than Revelyst Tax Returns Closing Date (such Tax Returns, the “Vista Outdoor Parent Prepared Returns”). To Parent shall prepare Parent Prepared Returns in a manner consistent with the extent that a Vista Outdoor past practice of the Company, unless otherwise required by applicable Law. At least 10 Business Days prior to the due date for any Parent Prepared Return relates (taking into account any extension) that reflects any Taxes that form the basis for a claim for indemnification pursuant to Revelyst Taxesthis Agreement, Vista Outdoor Parent shall provide Revelyst Seller with a draft copy of any such Vista Outdoor Prepared Tax Return for review and comment comments. Parent shall consider in good faith any reasonable comments that Seller submits in writing to Parent no less than five Business Days prior to the due date of such Parent Prepared Return (taking into account any applicable extension). Parent shall timely file (after taking into consideration any extensions available) with the applicable Governmental Entity such Tax Returns as finally prepared pursuant to this Section 5.5(c)(ii). (iii) For purposes of this Agreement, with respect to Taxes of the Company relating to a Straddle Period, the portion of any Tax that is allocable to the taxable period that is deemed to end on the Closing Date will be: (i) in the case of Taxes, other than those based on income, receipts or expenses (including, e.g., payroll Taxes), deemed to be the amount of such Tax Return Taxes for Income Taxes at least thirty (30) the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days prior to the due date thereof taking into account any valid extensions (or, of such Straddle Period in the case Pre-Closing Tax Period and the denominator of any Vista Outdoor Prepared Return that which is due less than thirty (30) the number of calendar days after in the Closing Date, as soon as reasonably practicable) entire Straddle Period and (ii) in the case of any other such Tax Return Taxes based on income, receipts or expenses, determined as soon as reasonably practicable prior to though the filing deadline for such Tax Return, taking into account any valid extensions. Vista Outdoor shall revise such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to the filing of any Vista Outdoor Prepared Return, (i) if a member taxable period of the Vista Outdoor Group is Company terminated at the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount close of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared Return. (b) Revelyst shall, at its expense, prepare, or cause to be prepared, all Tax Returns that are required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Revelyst or any of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” and together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”). To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after business on the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared Return. (c) The Parties shall prepare (or cause to be prepared) all Pre-Closing Tax Returns (i) in a manner consistent with (A) the past practice of Vista Outdoor, Revelyst or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests.

Tax Returns. (a) Vista Outdoor shall, at its expense, prepare, or cause to Seller shall be prepared, responsible for the timely filing (taking into account any extensions received from the relevant Tax authorities) of all Tax Returns that are required by Applicable Law to be filed after by the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Vista Outdoor Company or any of its Subsidiaries on or prior to the Closing Date. (includingb) Parent shall be responsible for, and shall cause the Company its Subsidiaries to, timely file (taking into account any extensions received from the relevant Tax authorities) all Tax Returns required by Applicable Law to be filed by the Company or any of its Subsidiaries after the Closing Date (and, for the avoidance of the doubt, shall not without the prior written consent of Seller file amended Tax Returns with respect to Tax Returns filed by Seller, which consent shall not be unreasonably withheld). Seller shall provide to Purchaser all information available to it and necessary for the preparation of the foregoing. For the avoidance of doubt, all Tax Returns required by Applicable Law to be filed by the Company or its Subsidiaries for taxable periods ending on or prior to the Closing Date, even if not due until after the Closing Date, shall be the responsibility of Seller. Such Tax Returns shall be prepared on a basis consistent with those prepared for prior taxable periods unless a different treatment of any item is required by an intervening change in law. Seller shall be entitled to review and comment on any Tax Returns Return for the Company or any Subsidiary for any taxable period that include members of includes dates on or prior to the Revelyst Group) other than Revelyst Tax Returns (such Tax Returns, “Vista Outdoor Prepared Returns”)Closing Date before it is filed. To the extent that a Vista Outdoor Prepared Return relates to Revelyst Taxes, Vista Outdoor Parent shall provide Revelyst with submit a draft of any such Vista Outdoor Prepared Tax Return for review and comment (i) in to Seller at least 75 days before the case of date such Tax Return for Income Taxes at least thirty (30) days prior is required to be filed with the due date thereof taking into account any valid extensions (or, in the case of any Vista Outdoor Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Vista Outdoor shall revise such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided at least ten (10) days prior to the due date thereof relevant Governmental Body (taking into account any valid applicable extensions) ). Seller shall have 25 days after the date of receipt thereof to the extent such submit to Parent in writing Seller’s comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to the filing of any Vista Outdoor Prepared Return, (i) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Tax Return. Parent shall notify Seller within 15 days after receipt of such comments of (x) the extent, if any, to which Parent accepts such comments and will file such Tax Return in accordance therewith and (iiy) the extent, if a member of the Revelyst Group is the filing partyany, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to which Parent rejects such Vista Outdoor Prepared Return. (b) Revelyst shall, at its expense, prepare, or cause to be prepared, all Tax Returns that are required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Revelyst or any of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” and together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”)comments. To the extent Parent rejects the comments of Seller, Parent and Seller shall, within five (5) days, submit the items that a Revelyst Prepared Return relates are in dispute to Vista Outdoor Taxesthe Accounting Firm for it to determine the correct manner for reporting such items. Seller and Parent shall promptly provide to the Accounting Firm all relevant information, Revelyst and the Accounting Firm shall provide Vista Outdoor a draft have 20 days to submit its determination. The determination of any Revelyst Prepared Return for its review the Accounting Firm shall be binding upon the parties, and comment (i) in the case of Parent shall file such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principlesaccordance therewith. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, (i) if a member fees and expenses of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared Return. (c) The Parties shall prepare (or cause to be prepared) all Pre-Closing Tax Returns (i) in a manner consistent with (A) the past practice of Vista Outdoor, Revelyst or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return Accounting Firm shall be entitled to timely file (or cause to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed paid one-half by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any PreSeller and one-Closing Tax Return shall be subject to the procedures set forth in Section 4.04half by Parent. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests.

Tax Returns. (a) Vista Outdoor shallThe Sellers’ Representative, at its the Sellers’ cost and expense, prepare, shall prepare or cause to be prepared, all Tax Returns that are required prepared and file or cause to be filed after all IRS Forms 1120-S and corresponding Schedules K-1 for the Closing Date Group Companies (and any analogous Tax Returns for any Pre-Closing Tax Period a Group Company for state or Straddle Period with respect to Vista Outdoor local income tax purposes for which such Group Company is treated as an “S corporation” or any of its Subsidiaries other fiscally transparent entity (includingexcluding, for the avoidance of doubt, any Tax Returns Return that include members could show any amount of Taxes due and payable by such Group Company)), which income tax period shall be deemed to end the Revelyst Group) other than Revelyst day before the Closing Date, regardless of whether such Tax Returns are required to be filed prior to, on or after the Closing Date (such each, a “Pre-Closing Pass-Through Tax Returns, “Vista Outdoor Prepared ReturnsReturn”). To the extent that All Pre-Closing Pass-Through Tax Returns shall be prepared in a Vista Outdoor Prepared Return relates manner consistent with past practice, including with respect to Revelyst TaxesTax methods of accounting, Vista Outdoor shall provide Revelyst with a draft of any such Vista Outdoor Prepared Return for review and comment except as otherwise required by paragraph (ib) in the case of such Tax Return for Income Taxes at least below, applicable Law or this Agreement. No later than thirty (30) days prior to the earlier of the due date, including any applicable extensions to file, or proposed filing date thereof taking into account any valid extensions (or, in the case of any Vista Outdoor Prepared Return that is due less than thirty (30) days after the Pre-Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Pass-Through Tax Return, taking into account any valid extensions. Vista Outdoor the Sellers’ Representative shall revise submit a draft of such Vista Outdoor Prepared Pre-Closing Pass-Through Tax Return to reflect Buyer for its review and comment, and the Sellers’ Representative shall consider in good faith any reasonable comments of Revelyst provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) revisions submitted in writing by Buyer to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. At least three Buyer provides written notification of its proposed revisions within twenty (320) days prior to the filing of any Vista Outdoor Prepared Return, (i) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to receiving such Vista Outdoor Prepared Return and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared draft Pre-Closing Pass-Through Tax Return. (b) Revelyst shall, at its expense, prepare, or cause Transaction Tax Deductions shall be allocated to be prepared, all Tax Returns that are required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect ending on the day prior to Revelyst or any of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” the Closing Date and together with the Vista Outdoor Prepared Returns, “reported on Pre-Closing Pass-Through Tax Returns”). To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior Returns to the due date thereof taking into account any valid extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the greatest extent such comments are consistent with the Agreed Tax Principles. The permitted by applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared Return. (c) The Parties shall prepare (or cause to be prepared) all Pre-Closing Tax Returns (i) in a manner consistent with (A) the past practice of Vista Outdoor, Revelyst or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and (B) confidence. The parties shall apply the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before safe harbor election set forth in IRS Revenue Procedure 2011-29 to determine the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation amount of any success-based fees for purposes of determining the amount of deductions available in a Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04Period for Transaction Expenses. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests.

Tax Returns. Without limiting Purchaser’s indemnification rights pursuant to Section 11.2(b), after the Closing Date, Purchaser shall (ai) Vista Outdoor shall, at its expense, prepare, file (or cause to be prepared, filed) all Tax Returns with respect to Asset Taxes that are required to be filed after the Closing Date for that relate to any Pre-Closing Tax Period period ending before the Effective Date or any Straddle Period on a basis consistent with respect past practice except to Vista Outdoor or any the extent otherwise required by Law; provided that Purchaser shall use its reasonable best efforts, taking into account that the due date for a Tax Return may be contemporaneous with the closing of its Subsidiaries (includinga Tax period, for the avoidance of doubt, any Tax Returns that include members of the Revelyst Group) other than Revelyst Tax Returns (to submit each such Tax Returns, “Vista Outdoor Prepared Returns”). To the extent that a Vista Outdoor Prepared Return relates to Revelyst Taxes, Vista Outdoor shall provide Revelyst with a draft of any such Vista Outdoor Prepared Return Seller for its review and comment reasonably in advance of the due date therefor, and Purchaser shall incorporate any reasonable comments received from Seller up to five (i) in the case of such Tax Return for Income Taxes at least thirty (305) days prior to the due date thereof taking into account therefor and timely file any valid extensions such Tax Return, and (orii) pay (or cause to be paid) prior to delinquency, in all Asset Taxes relating to any Tax period that ends before or includes the Effective Date that become due after the Closing Date. In the case of any Vista Outdoor Prepared Tax Return described in clause (i) that is due less than thirty (30) days after includes Asset Taxes that are allocable to Seller pursuant to Section 9.1(a), Purchaser shall send to Seller a statement that apportions the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other Asset Taxes shown on such Tax Return as soon as reasonably practicable prior to the filing deadline for between Purchaser and Seller in accordance with Section 9.1(a). Such statement shall be accompanied by proof of Purchaser’s actual payment of such Tax Return, taking into account any valid extensionsAsset Taxes. Vista Outdoor shall revise such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided at least Within ten (10) days prior Business Days of receipt of each such statement and proof of payment, Seller shall reimburse Purchaser for the portion of such Asset Taxes allocated to the due date thereof (taking into account any valid extensions) Seller in accordance with Section 9.1(a), except to the extent such comments are consistent with Asset Taxes have decreased the Agreed Tax PrinciplesPurchase Price pursuant to Section 2.3(i). The applicable Party Unless required by applicable Law or with Seller’s prior written consent (not to file such Vista Outdoor Prepared Returns be unreasonably withheld, conditioned or delayed), neither Purchaser or any of its Affiliates shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to the filing of any Vista Outdoor Prepared Return, (i) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared Return. (b) Revelyst shall, at its expense, preparefile, or cause to be preparedfiled, all any amended Tax Returns that are required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period Return with respect to Revelyst or the Assets for any of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” and together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”). To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days period ending prior to the due date thereof taking into account Effective Date or for any valid extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax PrinciplesStraddle Period. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared Return. (c) The Parties shall prepare (or cause to be prepared) all Pre-Closing Tax Returns (i) in a manner consistent with agree that (A) this Section 9.2 is intended to solely address the past practice of Vista Outdoor, Revelyst or timing and manner in which certain Tax Returns relating to Asset Taxes are filed and the Asset Taxes shown thereon are paid to the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort taxing authority and (B) nothing within this Section 9.2 shall be interpreted as altering the Intended Tax Treatment manner in which Asset Taxes are allocated and (ii) treating Transaction Tax Deductions as accruing immediately before economically borne by the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfortParties. Notwithstanding anything to the contrary in this Agreement, Seller will not consent to revoke or not make an election pursuant to Section 4.02 or Section 4.04 6226 of the Code, in each case, pursuant to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file Tax Partnership Agreement for any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject period beginning prior to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04Effective Date. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests.

Tax Returns. (ai) Vista Outdoor shall, at its expense, prepare, Sellers shall prepare (or cause to be prepared, ) and RedEarth shall timely file for all taxable periods ending on or before the Closing Date (a “Pre-Effective Period”) all Tax Returns that are required to be filed after the Closing Effective Date for any by or on behalf of RedEarth (the “Pre-Closing Effective Period Tax Returns”). The preparation of such Tax Returns and the positions taken thereon shall be consistent in all respects with RedEarth’s past tax accounting principles and practices. (ii) The Company shall prepare and timely file (or cause to be prepared and timely filed) for all taxable periods beginning before and ending after the close of the Effective Date (a “Straddle Period”), all Tax Returns required to be filed after the Effective Date by RedEarth. For purposes of this Agreement, the portion of the Straddle Period or ending on and including the Effective Date shall be referred to as the “Pre-Effective Straddle Period” and the portion of the Straddle Period beginning after the Effective Date shall be referred to as the “Post-Effective Straddle Period”. Any such Taxes for a Straddle Period with respect to Vista Outdoor or any RedEarth shall be apportioned to the Pre-Effective Straddle Period based on the actual operations of its Subsidiaries (includingRedEarth during the portion of such period ending on and including the Effective Date, for determined as though RedEarth’s books closed at the avoidance close of doubt, the Effective Date. The cost and expenses of preparing any Tax Returns that include members of Return for a Straddle Period shall be borne by the Revelyst GroupCompany. (iii) other than Revelyst All Tax Returns (such Tax Returns, “Vista Outdoor Prepared Returns”). To the extent that a Vista Outdoor Prepared Return relates referred to Revelyst Taxes, Vista Outdoor in Sections 4.2(b)(i) shall provide Revelyst with a draft of any such Vista Outdoor Prepared Return for be subject to review and comment approval by the Company, and all Tax Returns referred to in Section 4.2(b)(ii) which affect the liability of Sellers for Taxes pursuant to this Agreement or otherwise shall be subject to review and approval by Sellers, in each case prior to filing, and such approval shall not be unreasonably withheld or delayed by either such party. The party charged with responsibility to prepare a Tax Return subject to review (ithe “Preparing Party”) in the case of shall present such Tax Return for Income Taxes at least to the other party (the “Reviewing Party”) no less than thirty (30) days prior to the due date thereof taking into account any valid extensions (orincluding extensions) for filing the Tax Return. The parties shall cooperate with one another by making available for review all related work papers and analyses utilized in preparing the Tax Return and all related books, in the case of any Vista Outdoor Prepared Return that is due less than thirty records and personnel for this purpose without cost. Within fifteen (3015) days after receipt of the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensionsthe Reviewing Party shall communicate to the Preparing Party as to whether it concurs with the Tax Return or, if not, stating its exceptions thereto, together with the reasons and supporting information relating to such exceptions. Vista Outdoor If there are no such exceptions or such exceptions are resolved by the parties, then such resolution shall revise be the final determination. If such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided at least exceptions cannot be resolved by the parties within ten (10) business days prior after delivery of the list of exceptions, the dispute shall be submitted to an independent tax consultant who shall make a final determination in accordance with the terms of this Agreement within fifteen (15) days after submission to such independent tax consultant. The independent tax consultant shall be one of the “Big Four” public accounting firms or a law firm with a nationally recognized tax practice with no material relationship to the due date thereof (taking into account any valid extensions) parties or their affiliates, and such independent tax consultant shall be chosen by agreement of the parties, or if they are unable to agree, chosen by lot from an equal number of nominees submitted by each party. The fees and expenses of the independent tax consultant shall be allocated by it in inverse proportion to the extent adjustment granted the Reviewing Party. For example, if such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to the filing of any Vista Outdoor Prepared Return, (i) if tax consultant grants a member portion of the Vista Outdoor Group is exceptions proposed by the filing party, Revelyst shall pay to Vista Outdoor Reviewing Party that results in an amount equal adjustment to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) if a member owed that is 25% of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal total adjustment to the amount of Vista Outdoor Taxes due owed that would have occurred had all of the Reviewing Party’s proposed exceptions been granted, it shall assess the Reviewing Party with respect to such Vista Outdoor Prepared Return. (b) Revelyst shall, at its expense, prepare, or cause to be prepared, all Tax Returns that are required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Revelyst or any 75% of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” fees and together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”). To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principlesexpenses. The applicable Party required by Law to file such Revelyst Prepared Returns independent tax consultant’s decision shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Returnbe final and binding upon, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared Return. (c) The Parties shall prepare (or cause to be prepared) all Prenon-Closing Tax Returns (i) in a manner consistent with (A) the past practice of Vista Outdoor, Revelyst or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii)appealable by, the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04parties. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests.

Tax Returns. (a) Vista Outdoor shall, at its expense, prepare, or cause to be prepared, all Tax Returns that are required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Vista Outdoor or any of its Subsidiaries (including, for the avoidance of doubt, any Tax Returns that include members of the Revelyst Group) other than Revelyst Tax Returns (such Tax Returns, “Vista Outdoor Prepared Returns”). To the extent that a Vista Outdoor Prepared Return relates to Revelyst Taxes, Vista Outdoor shall provide Revelyst with a draft of any such Vista Outdoor Prepared Return for review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Vista Outdoor Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Vista Outdoor shall revise such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to the filing of any Vista Outdoor Prepared Return, (i) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared Return. (b) Revelyst shall, at its expense, prepare, or cause to be prepared, all Tax Returns that are required to be filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Revelyst or any of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” and together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”). To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared Return. (c) The Parties shall prepare (or cause to be prepared) all Pre-Closing Tax Returns (i) in a manner consistent with (A) the past practice of Vista Outdoor, Revelyst or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04. (d) For avoidance of doubt, (A) Vista Outdoor (x) Parent Seller shall prepare and file (or cause to be prepared and filed) all Income Tax Returns with respect the appropriate federal, state, local and foreign Governmental Authorities relating to Vista Outdoor the Tax Group Members for Tax Periods ending on or other members of before the Vista Outdoor Group that are not Pre-Closing Date, and all such Tax Returns and shall be prepared in accordance with past practice (y) unless otherwise required by Applicable Law). Parent Seller shall conduct (pay, or cause to be conductedpaid, all Taxes due on such Income Tax Returns. Parent Seller shall provide Purchaser a copy of each such Income Tax Return that is not a Group Tax Return at least fifteen (15) all days before the filing of such Income Tax Contests relating Return; provided that with respect to Taxes of Vista Outdoor or other members any Tax Group Member that ceased to be a member of the Vista Outdoor HHC Affiliated Group that are not Revelyst as a result of the transactions contemplated by this Agreement, Parent Seller shall provide Purchaser a copy of a stand-alone federal Income Tax Contests or Vista Outdoor Return on a pro forma basis for each such Tax Contests and Group Member at least fifteen (B15) Revelyst (x) days before the filing of the HHC Affiliated Group federal Income Tax Return. Purchaser shall prepare and file (file, or cause to be prepared and filed, (i) all non-Income Tax Returns relating to the Tax Group Members for Tax Periods ending on or before the Closing Date, which Tax Returns are filed after the Closing Date and (ii) all Tax Returns with respect required to Revelyst or other members be filed by any Tax Group Member relating to any Straddle Period (each such Tax Return subject to the foregoing clauses (i) and (ii), a “Purchaser-Filed Tax Return”). Purchaser shall cause the relevant Tax Group Member to pay the Taxes shown to be due on each Purchaser-Filed Tax Return; provided that Sellers shall reimburse Purchaser for the portion of the Revelyst Group that are not such Taxes related to Pre-Closing Tax Periods (calculated in the case of Straddle Periods in accordance with the provisions of Section 9.03(c)), except to the extent that such Taxes are taken into account in determining the Closing Adjusted Net Working Capital. Purchaser shall allow Parent Seller to review and comment upon any such Purchaser-Filed Tax Returns for Income Taxes beginning at least thirty (30) days before the filing of such Purchaser-Filed Tax Returns, or for all other Purchaser-Filed Tax Returns beginning at least then (10) days before the filing such other Tax Returns. Purchaser shall not file any Purchaser-Filed Tax Return without the written consent of Parent Seller, such consent not to be unreasonably withheld, conditioned or delayed. Parent Seller shall provide any comments it may have to the Purchaser-Filed Tax Returns within fifteen (15) days of its receipt of same for Income Tax Returns and within five (y5) days of its receipt of same for all other Purchaser-Filed Tax Returns. To the extent permitted by Applicable Law, Purchaser and Parent Seller agree to cause the Tax year of each Tax Group Member to end on the Closing Date. With respect to draft Tax Returns of Acquired Companies that are not Tax Group Members, Parent Seller shall conduct provide Purchaser copies of such draft Tax Returns received by Parent Seller, using commercially reasonable efforts to provide such copies to Purchaser prior to the due date for such Tax Returns. (i) With respect to any Pre-Closing Tax Period, Purchaser shall not make any elections or file (or cause or permit any Tax Group Member to file) any amended Tax Return, without Parent Seller’s consent, which shall not be unreasonably withheld. For purposes of the preceding sentence, Parent Seller’s consent shall be considered to be conductedunreasonably withheld if Parent Seller fails to consent after receiving from tax counsel with appropriate expertise in the relevant area of Tax law or a nationally recognized accounting firm designated by Purchaser, and in either case reasonably acceptable to Parent Seller, written advice that (A) all the subject matter of the elections or amended Tax Contests relating Return will more likely than not be sustained; and (B) the amount of Tax involved is material to Taxes and would be required to be disclosed by Purchaser in accordance with GAAP. (ii) With respect to any Pre-Closing Tax Period, upon Parent Seller’s request and at Sellers’ expense, Purchaser shall, or shall cause the relevant Tax Group Member to, initiate a claim for refund or amend any Tax Return; provided, however, that Purchaser shall not be required to initiate such a claim for refund or amendment if it can reasonably be expected that such claim for refund or amendment would increase the Liability for Tax of Revelyst the relevant Tax Group Member or Purchaser for any Straddle Period or any Tax Period or portion thereof beginning after the Closing Date. Purchaser shall not cause or permit any Tax Group Member to carry back to any Tax Period ending on or prior to the Closing Date any net operating loss or other members of Tax attribute arising after the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax ContestsClosing Date.

Tax Returns. (a) Vista Outdoor shall, at its expense, prepare, Any Tax Return or cause to be prepared, all Tax Returns that are required to be filed after estimate of taxes due by the Closing Date Company for any Prepre-Closing Tax Period or Straddle Period tax period shall be submitted by Buyer to Seller (together with respect schedules, statements and, to Vista Outdoor or any of its Subsidiaries (including, for the avoidance of doubt, any Tax Returns that include members of the Revelyst Group) other than Revelyst Tax Returns (such Tax Returns, “Vista Outdoor Prepared Returns”). To the extent that a Vista Outdoor Prepared Return relates to Revelyst Taxesrequested by the Seller, Vista Outdoor shall provide Revelyst with a draft of any such Vista Outdoor Prepared Return for review and comment (isupporting documentation) in the case of such Tax Return for Income Taxes at least thirty (30) 30 days prior to the due date thereof taking into account (including extensions) of such Tax Return or any valid extensions tax return to be filed by Buyer. If Seller objects to any item on any such Tax Return or estimate of taxes due, 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 (or, in the case of any Vista Outdoor Prepared Return that is due less than thirty (3010) days after receipt by the Closing DateBuyer of such notice, the 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 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 soon as reasonably practicable) and (ii) in it may require. If the case of Independent Accountant is unable to resolve any other such Tax Return as soon as reasonably practicable prior to disputed items before the filing deadline due date for such Tax Return, taking into account any valid extensions. Vista Outdoor the Tax Return shall revise such Vista Outdoor Prepared Return be filed as prepared by the Buyer and then amended to reflect reasonable comments of Revelyst provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax PrinciplesIndependent Accountant’s resolution. The applicable Party required costs, fees and expenses of the Independent Accountant shall be borne equally by Law to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared ReturnsBuyer and the Seller. At least three (3) days prior to the The preparation and filing of any Vista Outdoor Prepared Return, (i) if a member Tax Return that does not relate to any pre-Closing periods shall be exclusively within the control of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared ReturnBuyer. (b) Revelyst shallFor purposes of determining the Taxes attributable to an Overlap Period, at its expense, prepare, or cause Taxes of Company shall be allocated to be prepared, all Tax Returns that are required to be filed after the portion of the Overlap Period ending on the Closing Date for any Pre-Closing Tax Period or Straddle Period with respect to Revelyst or any of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returnson a per diem basis, “Revelyst Prepared Returns” and together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”). To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment (i) in the case of such Tax Return for Income all Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared Return. (c) The Parties shall prepare (or cause to be prepared) all Pre-Closing Tax Returns (i) in a manner consistent with (A) the past practice of Vista Outdoor, Revelyst or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) allocated as if such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by Overlap Period ended on the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04Closing. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests.

Tax Returns. (ai) Vista Outdoor shallSubject to the provisions of this Agreement, at its expense, prepare, Buyer shall prepare and file or cause to be prepared, prepared and filed all Tax Returns for the Company and its Subsidiaries (other than Income Tax Returns for taxable periods ending on or before the Closing Date) that are required to be filed after the Closing Date for any Pre-Closing Date. Buyer shall provide the Sellers with completed drafts of Income Tax Period or Straddle Period Returns prepared with respect to Vista Outdoor or any of its Subsidiaries (includingStraddle Periods, together with supporting schedules and information, for the avoidance of doubt, any Tax Returns that include members of the Revelyst Group) other than Revelyst Tax Returns (such Tax Returns, “Vista Outdoor Prepared Returns”). To the extent that a Vista Outdoor Prepared Return relates to Revelyst Taxes, Vista Outdoor shall provide Revelyst with a draft of any such Vista Outdoor Prepared Return for Sellers’ review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Vista Outdoor Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the for filing deadline for such Tax Return, taking into account any valid extensions. Vista Outdoor shall revise such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided at least ten (10) days prior to the due date thereof (taking into account any valid extensionsextensions of time to file) to the extent and shall consider in good faith such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. At least three (3) days prior to the filing of any Vista Outdoor Prepared Return, (i) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect revisions to such Vista Outdoor Prepared Return and Income Tax Returns as are reasonably requested by the Sellers. (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor The Sellers shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared Return. (b) Revelyst shall, at its expense, prepare, prepare or cause to be prepared, prepared all Income Tax Returns for the Company and its Subsidiaries for taxable periods ending on or before the Closing Date that are required to be filed after the Closing Date (including, for the avoidance of doubt, any Income Tax Returns reflecting a carryforward or carryback of a net operating loss from one Pre-Closing Period to another). Each such Income Tax Period or Straddle Period Return shall be prepared by treating items on such Tax Return in a manner consistent with respect to Revelyst or any the most recent prior practices and positions of its Subsidiaries other than any Vista Outdoor Prepared Returns (the relevant GMS Entity unless otherwise required by applicable Law. The Sellers shall provide Buyer with completed drafts of such Income Tax Returns, “Revelyst Prepared Returns” and together with the Vista Outdoor Prepared Returnssupporting schedules and information, “Pre-Closing Tax Returns”). To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its Buyer’s review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to the due date thereof taking into account any valid extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the for filing deadline for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof (taking into account extensions of time to file) and shall consider in good faith such revisions to such Income Tax Returns as are reasonably requested by Buyer. Buyer agrees to cause the applicable GMS Entities to execute and file on a timely basis (taking into account extensions of time to file) any valid extensionsTax Return described in this Section 6.9(b)(ii). Sellers shall pay to Buyer all Taxes shown as due and owing on Tax Returns filed pursuant to Section 6.9(b)(i) or this Section 6.9(b)(ii) that are allocable to a Pre-Closing Tax Period or that are otherwise due and owing with respect to Pre-Closing Tax Periods at least five (5) days before such Taxes are required to be paid to the applicable Taxing Authority (net of any accrual for such Taxes to the extent such comments are consistent with reflected as a liability in the Agreed Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, (i) if a member calculation of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared ReturnWorking Capital). (ciii) The Parties shall prepare (Buyer agrees to file or cause to be preparedfiled promptly after the Closing Date an IRS Form 4466 (Corporation Application for Quick Refund of Overpayment of Estimated Tax) all Pre-and any analogous state and local forms (if applicable) with respect to any overpayments of estimated tax by the GMS Entities for taxable periods ending on the Closing Date. (iv) Except as otherwise required by applicable Law, Buyer shall not take any action, or permit any action to be taken, that would reasonably be expected to prevent the taxable period of the Company and its Subsidiaries from ending for federal Income Tax Returns (i) in a manner consistent with (A) purposes as of the past practice close of Vista Outdoorbusiness on the Closing Date and shall, Revelyst or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and permitted by applicable Law, elect with the relevant Taxing Authority to treat, for federal (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing and, where applicable, to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (ithere are no adverse consequences, state and local) and (ii)Income Tax purposes, the “Agreed Tax Principles”); provided thatClosing Date as of the last day of a taxable period of the Company and its Subsidiaries. This shall include, if the Party reviewing the Tax Return objects necessary, Buyer electing pursuant to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Treasury Regulation Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law 1.1502-75 to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such a consolidated federal Income Tax Return (prepared but not any state or local equivalent), and to include the Company and its Subsidiaries in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such consolidated federal Income Tax Return, for the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to first taxable period of Buyer ending after the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 4.04Date. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests.