Allocation of Closing Costs under the Purchase Agreement. ​ shall be responsible for all of the closing costs for which ​, in its capacity as the “Buyer” under the Purchase Agreement, is responsible including filing for FCC and all state approvals. The Parties acknowledge and agree that ​ has paid a portion of the purchase price due under the Purchase Agreement to Seller in the amount of $20,000.00 prior to the date hereof and ​ will be responsible for the payment of the remainder of the purchase price due under the Purchase Agreement in accordance with the terms thereof. Upon Closing under the Purchase Agreement, ​ will reimburse ​ for the $20,000.00 payment made by ​ thereunder and ​ will be entitled to the credit for the full amount of the purchase price paid under the Purchase Agreement toward the Purchase Price detailed in Section 2 above.

Closing Costs. Seller shall pay the Standard Owner's Title Insurance Policy premium in the full amount of the Purchase Price along with any title search and exam fees. Seller shall pay all transfer taxes (state, county, and municipal, as applicable). Seller shall pay any and all brokerage commissions to SRS National Net Lease Group, LP ("Seller's Broker") per separate agreement. Buyer is represented by Hughes Marino, Inc. ("Buyer's Broker"). Buyer's Broker shall receive a brokerage commission to be paid by Seller's Broker per separate agreement. Except as set forth above, both parties represent to the other that they have not been represented by a broker, and agree to hold the other harmless from any claim of brokerage commission by, through, or as a result of representation of the other party. Buyer shall pay the full cost of any endorsements to the Owner's Title Insurance Policy and the full cost of any extended coverage as Buyer may require for such policy. Buyer will pay any and all recording fees. Buyer will pay the cost of updating any due diligence provided by Seller, including the cost of an updated survey to be ordered by Buyer as set forth in Section 8 above. Buyer and Seller will split all escrow and closing fees equally. Each party will pay its own attorney's fees and costs to document and close this transaction.

Seller shall pay the following costs and expenses in connection with the Closing:

Closing Costs. Closing costs shall be allocated and paid as follows:

Closing Costs. Closing costs shall be allocated between ​ and ​ in accordance with Section 1.2.

Purchase Price Allocation. The Seller, and the Purchaser, agree that the amount set forth on [Schedule III] under the heading “Total Purchase Price” with respect to the Seller reflects the consideration paid by the Purchaser to the Seller for the Purchased Notes and Purchased Warrants being sold by the Seller, subject to adjustment as set forth in this Agreement. The Seller, and the Purchaser, agree to file all U.S. federal and state and local income tax returns (including amended tax returns, and claims for refund and information reports) required to be filed with any governmental authority in a manner consistent with such allocation, except as otherwise required under applicable law. The Purchaser shall promptly notify the Seller if any governmental authority challenges such allocation. The Parties acknowledge that the fair market value of the Consideration Shares, subject to adjustment as set forth in this Agreement, may vary from the Closing Date Share Consideration Amount set forth on [Schedule III] under the heading “Total Purchase Price”.

Purchase Price Allocation. As soon as reasonably practicable after the Initial Closing Date, the Purchaser shall deliver to the Company a proposed allocation of the Aggregate Purchase Price to the Purchased Securities. The Company shall provide written notice to the Purchaser of any disagreement with such proposed allocation within ten (10) days after such delivery. Such proposed allocation shall be deemed final without such timely written notice. If the Company provides such timely written notice, the Purchaser and the Company shall attempt to resolve such disagreement in good faith. If the Purchaser and the Company are unable to resolve such disagreement within twenty (20) days after the delivery of such timely written notice, the Purchaser and the Company shall promptly engage an independent nationally recognized accounting firm mutually chosen by the Purchaser and the Company to make a determination of the allocation of the Aggregate Purchase Price to the Purchased Securities. The fees and expenses of such accounting firm incurred in connection with such engagement shall be paid by the Company. The allocation determined by such accounting firm shall be final and binding. No Party shall take a position inconsistent with a final allocation determined in accordance with this Section 6.11 for any tax purposes, except to the extent otherwise required by a final determination of a taxing authority within the meaning of Section 1313 of the Code (or other comparable provision of law).

Purchase Price Allocation. Not later than sixty (60) Business Days after the final determination of Purchase Price pursuant to Section 2.10(b), Buyer shall prepare and deliver to Seller an allocation schedule, in the form set forth in Section 5.03(e) of the Buyer Disclosure Letter, setting forth Buyer’s determination of the allocation of the Purchase Price and assumed (or deemed assumed) obligations to the extent properly taken into account under the Code among the Assumed Assets that complies with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Allocation”). Seller and Buyer shall work in good faith to resolve any disputes relating to the Allocation within thirty (30) days. If Seller and Buyer are unable to resolve any such dispute, such dispute shall be resolved promptly by the Independent Accountants, the costs of which shall be borne equally by Seller and Buyer. Seller and Buyer shall use commercially reasonable efforts to update the Allocation in a manner consistent with Section 1060 of the Code following any adjustment to the allocable Purchase Price or any other amounts constituting consideration for federal Income Tax purposes pursuant to this Agreement. Seller and Buyer shall, and shall cause their respective Affiliates to, report consistently with the Allocation in all Tax Returns, including on Form 8594, and none of the Parties shall take any position in any Tax Return that is inconsistent with the Allocation, as adjusted, in each case, unless required to do so by a final determination as defined in Section 1313 of the Code or with the written consent of the other Parties, which shall not be unreasonably withheld, conditioned or delayed. Each of Seller and Buyer agrees to promptly advise the other regarding the existence of any Tax audit, controversy or litigation related to the Allocation; provided, that nothing in this Section 5.03 shall require any of the Parties to litigate before any court, or prevent any of the Parties from settling in good faith, any proposed deficiency or adjustment by any Taxing Authority challenging the Allocation.

Crestwood, CEGPS and Newco agree to allocate the Initial Closing Tax Purchase Price among the assets of Newco in accordance with Section 1060 of the Code. Not later than 90 days after the Initial Closing, Crestwood shall deliver to Newco a statement, allocating the Initial Closing Tax Purchase Price among the assets of Newco that Newco is deemed to purchase under [Section 707] in accordance with Section 1060 of the Code (the “Initial Closing Tax Allocation Statement”).

Purchase Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.