Extract to table

The enclosed outline is intended to establish the framework and to identify the principal terms and key open issues that must be resolved through further negotiation among the parties and their respective counsel before the TSA can be prepared in definitive form

01 — Defined Terms For purposes of this Tax Sharing Agreement, the following terms shall have the meanings set forth below

All defined terms used but not defined herein shall have the meanings ascribed to them in the Separation Agreement or, if not defined therein, in the Code or the Treasury Regulations, as applicable

Under this method, the taxable year of Meridian and its subsidiaries shall be treated as closing at the end of the Distribution Date, and items shall be allocated to the Pre-Distribution portion and the Post-Distribution portion based on the actual results of operations during each such portion

References to specific sections of the Code shall include any predecessor and successor provisions and any applicable Treasury Regulations promulgated thereunder

The Distribution shall be effected on a ratio of one (1) share of Meridian common stock for each one (1) share of Veldran common stock outstanding on the Record Date