PWRW&G LLP DRAFT 11/6/2012

PWRW&G LLP DRAFT 11/6/2012 BLACK / PHAIDON (PROJECT ART) - POST-CLOSING TAX CHECKLIST Acquisition LLP I r il imcii i JMWT Acquisition LLP, a UK limited liability partnership BFP Black Family Partners, L.P. • Eileen Alexanderson, Bidco JMWT Limited, a UK private limited company Black Leon Black JMWT LLC JMWT LLC, a [Delaware limited liability company] Macfarlanes Macfarlanes LLP • Damien Crossley. , Midco JMWT Midco Limited, a UK private limited company MRL Marylebone Retail Limited, a UK private limited company PHA SA PH Art SA, a Swiss societ6 anonyme Phaidon Eligible Entities Ma, PHA SA, PP GmbH, PP Pty, PP Sarl, PP SRL and PPL PLB LLC PLB LLC, a [Delaware limited liability company] PP GmbH Phaidon Verlag GmbH, a German "small company" PP ICK Phaidon KK, a Japanese private company PP Inc. Phaidon Press Inc., a Delaware corporation PR Inc. Phaidon Retail Inc., a Delaware corporation PP Pty Phaidon Press Pty Limited, an Australian private limited company PP Sarl Phaidon Sarl, a French societe a responsabilite limit& PP SRL Phaidon SRL, an Italian Srl limited liability company PPL Phaidon Press Limited, a UK private limited company PPL Subsidiaries MRL, PHA SA, PP GmbH, PP KK, PP Inc., PR Inc., PP Pty, PP Sarl, PP SRL PW Paul, Weiss, Rifkind, Wharton & Garrison LLP • Brad R. Okun, • Colin S. Kelly, PwC PricewaterhouseCoopers LLP • Gre or Lindsa Raich Raich Ende Malter & Co. LLP • Thomas Turrin, Topco JMWT Topco Limited, a UK private limited company Doc*: USI:8111262v1 DocN: USI:8211262v2 EFTA01193079 2 Task/Document Responsible Timing Parties . Status A. Check-the-Box Elections 1. Check-the-box elections on IRS Form 8832 for each Phaidon Eligible Entity to be classified as a disregarded entity, effective as of 10/3/2012 PW, PwC, Raich No later than 12/14/2012 2. Check-the-box elections on IRS Form 8832 for each of Topco and Midco to be classified as a disregarded entity, effective as of formation (9/28/2012) PW, PwC, Raich No later than 12/12/2012 3. Check-the-box elections on IRS Form 8832 for Acquisition LLP to be classified as a partnership, effective as of formation (10/3/2012) PW, PwC, Raich No later than 12/14/2012 B. Section 338(g) Elections 1. Section 338(g) election on IRS Form 8023 for PPL and the PPL Subsidiaries' • Consider whether Bidco's "United States shareholders" should make this election instead of Bidco PW, PwC No later than 7/15/2013 2. File IRS Form 8883 (Asset Allocation Statement Under Section 338) by attaching a copy of this Fonn to the first IRS Form 5471 for PPL PW, PwC [due date of IRS Form 5471] C. Analysis of PPL Issues 1. Develop management equity plan PW, Macfarlanes No later than 9/30/2013 2. Analyze moving or not moving PPL's U.S. subsidiaries PW, PwC TBD D. Upper-Tier and Black Family U.S. Tax Filings 1. IRS Form 926 (Return by a U.S. Transferor of Property to a Foreign Corporation) • Filed by indirect U.S. owners Raich Due date for 2012 U.S. federal income tax returns 2. IRS Form 5471 (Information Return of U.S. Persons with Respect to Certain Foreign Corporations) • Filed by U.S. officers and directors Raich Due date for U.S. federal income tax returns Note to Draft — Confirm that PPL was not a "controlled foreign corporation" or a "passive foreign investment company" in the hands of the Sellers. Dock USI:82I1262v2 EFTA01193080 3 and indirect U.S. owners 3. IRS Form 8858 (Information Return of U.S. Persons with Respect to Foreign Disregarded Entities) • Filed by direct and indirect U.S. owners Raich Due date for U.S. federal income tax returns 4. IRS Form 8865 (Return of U.S. Persons with Respect to Certain Foreign Partnerships) • Filed by direct and indirect U.S. owners Raich Due date for U.S. federal income tax returns 5. IRS Form TD F 90-22.1 (Report of Foreign Bank and Financial Accounts) • Filed by direct and indirect U.S. owners Raich Due date for U.S. federal income tax returns 6. IRS Form 8938 (Statement of Specified Foreign Financial Assets) • Filed by direct and indirect U.S. owners Raich Due date for U.S. federal income tax returns E. Non-U.S. Tax and Other Issues 1. UK corporation tax registrations PwC, Macfarlanes Once notifications from HMRC are received 2. Transfer pricing support for debt provided to Midco from Acquisition LLP PwC 3. Replacement of short-term debt between Acquisition LLP and Midco PwC, BFP Dow: USI:8211262v2 EFTA01193081