Extract to table

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Purchase Agreement; and F

Effective as of the date hereof, Assignee shall be the sole member of the Company, and Assignor shall have no further right, title, or interest in or to the Membership Interests or the Company, except as expressly provided in the Purchase Agreement

The Parties shall report the Allocated Purchase Price in a manner consistent with the provisions of Section 5

Assignor's retained obligations are subject to, and limited by, the indemnification provisions, caps, baskets, and survival periods set forth in the Purchase Agreement, including the following: (i) General Representation Survival Period: eighteen (18) months from the Closing Date; (ii) Tax Representation Survival Period: thirty-six (36) months from the Closing Date; (iii) General Representation Cap: Fifty-Five Million Dollars ($55,000,000); (iv) Fundamental Representation Cap: One Hundred Ten Million Dollars ($110,000,000); (v) Tipping Basket: Five Million Five Hundred Thousand Dollars ($5,500,000) (aggregate losses must exceed this threshold before Assignor's indemnification obligations are triggered, at which point Assignor shall be liable from dollar one); and (vi) De Minimis Threshold: Two Hundred Seventy-Five Thousand Dollars ($275,000) (individual claims below this threshold shall not count toward the tipping basket)

2 shall be deemed to expand or limit the obligations, liabilities, or indemnification rights of either Party beyond those expressly set forth in the Purchase Agreement

The Membership Interests are free and clear of all liens, encumbrances, pledges, security interests, mortgages, hypothecations, options, rights of first refusal, rights of first offer, preemptive rights, calls, puts, subscription rights, conversion rights, exchange rights, restrictions on transfer, and adverse claims of any kind or nature whatsoever, except for: (a) restrictions imposed by applicable federal and state securities laws, including without limitation the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder; (b) restrictions on transfer and other provisions set forth in the Operating Agreement (which restrictions have been complied with or waived in connection with the transactions contemplated hereby); and (c) any liens or encumbrances that will be released at or prior to Closing, including without limitation UCC-1 financing statements filed by any secured party with respect to the Membership Interests or the assets of the Company, which shall be terminated by the filing of UCC-3 termination statements contemporaneously with or prior to the Closing