Common use of Certain Tax Matters Clause in Contracts

Certain Tax Matters. The Participant expressly acknowledges that because this Award consists of an unfunded and unsecured promise by the Company to deliver Shares in the future, subject to the terms hereof, it is not possible to make a so-called “83(b) election” with respect to this Award. The Participant expressly acknowledges and agrees that the Participant’s rights hereunder, including the right to be issued Shares upon the vesting and settlement of this Award (or any portion thereof), are subject to the Participant’s promptly paying, or in respect of any later requirement of withholding, being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means as may be acceptable to the Committee in its discretion) all taxes required to be withheld, if any, in respect of this Award. The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing the Company to withhold a number of Shares or (ii) transferring to the Company shares of Common Stock owned by the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Committee with respect to the payment of such taxes. The Participant also authorizes the Company and its Affiliates to withhold such amounts from any amounts otherwise payable to the Participant, but nothing in this sentence shall be construed as relieving the Participant of any liability for satisfying his or her obligations under the preceding provisions of this Section 5.

Certain Tax Matters. The Participant expressly acknowledges that because During the period from the date of this Award consists of an unfunded and unsecured promise by Agreement to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, (i) timely file (without extensions) all tax returns ("Post-Signing Returns") required to deliver Shares be filed by or on behalf of each such entity; (ii) timely pay all taxes due and payable in respect of such Post-Signing Returns that are so filed; (iii) accrue a reserve in the future, subject books and records and financial statements of any such entity in accordance with past practice for all taxes payable by such entity for which no Post-Signing Return is due prior to the terms hereofEffective Time; (iv) promptly notify Parent of any suit, it is not possible to make a so-called “83(bclaim, action, investigation, proceeding or audit (collectively, "Actions") election” pending against or with respect to this Award. The Participant expressly acknowledges and agrees that the Participant’s rights hereunder, including the right to be issued Shares upon the vesting and settlement of this Award (Company or any portion thereof), are subject to the Participant’s promptly paying, or of its Subsidiaries in respect of any later requirement material amount (individually or in the aggregate) of withholdingtax and not settle or compromise any such Action without Parent's consent; provided, being liable promptly to pay at such time as such withholdings are duethat Parent's consent shall not be unreasonably withheld; provided, further, that Parent must respond to the Company in cash (within ten business days following the receipt by Parent of written notice of any proposed settlement or by such other means as may be acceptable to the Committee in its discretion) all taxes required to be withheld, if any, in respect compromise of this Award. The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing the Company to withhold a number of Shares or (ii) transferring to the Company shares of Common Stock owned any Action by the ParticipantCompany; (v) not make (other than in the ordinary course of business consistent with past practice), in each caseamend or revoke any material tax election or settle or compromise any material tax liability, having an aggregate Fair Market Value other than as required by applicable law or with Parent's consent; (measured vi) not execute any waiver of restrictions on the date such Shares would otherwise be delivered assessment or are transferred to the Companycollection of any tax, as applicableother than with Parent's consent; and (vii) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (cause all existing tax sharing agreements, tax indemnity obligations and similar agreements, arrangements or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements practices with respect to taxes to which the Company or any of its Subsidiaries is or may be a party or by which the Company or any of its Subsidiaries is or may otherwise be bound to be terminated as of the Closing Date so that after such date neither the Company nor any of its Subsidiaries shall have any further rights or liabilities thereunder. Any tax withholdings then due and has committed (and by holding returns described in this Award the Participant Section 4.01(d) shall be deemed to have committed) to pay complete and correct in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Committee material respects and shall be prepared on a basis consistent with respect to the payment of such taxespast practice. The Participant also authorizes the Company and its Affiliates to withhold such amounts from any amounts otherwise payable to the Participant, but nothing in this sentence shall be construed as relieving the Participant promptly provide Parent with copies of any liability for satisfying his or her obligations under the preceding provisions of this Section 5Post-Signing Returns, as Parent may reasonably request.

Certain Tax Matters. The Participant expressly acknowledges that because this Award consists of an unfunded and unsecured promise by the Company to deliver Shares in the future, subject to the terms hereof, it is not possible to make a so-called “83(b) election” with respect to this the Award. The Participant expressly acknowledges and agrees that the Participant’s rights hereunder, including the right to be issued Shares upon the vesting and settlement of this the Award (or any portion thereof), are subject to the Participant’s promptly paying, or in respect of any later requirement of withholding, withholding being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means as may be acceptable to the Committee Administrator in its discretion, including, without limitation, if permitted by applicable law and Company policy and if approved by the Compensation Committee of the Company, withholding of Shares from the Shares otherwise deliverable to the Participant, up to the greatest number of whole Shares with an aggregate fair market value not exceeding the minimum required withholding applicable to the amount so vesting) all taxes required to be withheld, if any, in respect of this Award. The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing the Company to withhold a number of Shares or (ii) transferring to the Company shares of Common Stock owned by the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be required to be transferred in satisfaction pursuant to the vesting and settlement of this the Award (or any portion thereof) unless and until the Participant or the person then holding this the Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such sharesShares, or has made other arrangements satisfactory to the Committee Administrator with respect to the payment of such taxes. The Participant also authorizes the Company and its Affiliates subsidiaries to withhold such amounts from any amounts otherwise payable owed to the Participant, but nothing in this sentence shall be construed as relieving the Participant of any liability for satisfying his or her obligations under the preceding provisions of this Section 5Section.

Certain Tax Matters. The Participant expressly acknowledges that because During the period from the date of this Award consists of an unfunded and unsecured promise by Agreement to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to deliver Shares (A) timely file all material tax returns (taking into account any applicable extensions) required to be filed by or on behalf of each such entity; (B) timely pay all material taxes due and payable; (C) accrue a reserve in the futurebooks and records and financial statements of any such entity in accordance with past practice for all taxes payable but not yet due; (D) promptly notify Parent of any material suit, subject to the terms hereofclaim, it is not possible to make a so-called action, investigation, audit or similar proceeding (collectively, “83(bActions”) election” pending against or with respect to this Award. The Participant expressly acknowledges and agrees that the Participant’s rights hereunder, including the right to be issued Shares upon the vesting and settlement of this Award (Company or any portion thereof), are subject to the Participant’s promptly paying, or of its Subsidiaries in respect of any later requirement amount of withholdingtax and not settle or compromise any tax liability in excess of $10 million for individual claims, being liable promptly or $50 million in the aggregate, without Parent’s prior written consent, which shall not be unreasonably withheld; (E) not make any material tax election, other than with Parent’s prior written consent or other than in the ordinary course of business consistent with past practice; and (F) cause all existing tax sharing agreements, tax indemnity agreements and similar agreements, arrangements or practices to pay at such time as such withholdings are due, to which the Company in cash (or any of its Subsidiaries is or may be a party or by such other means as which the Company or any of its Subsidiaries is or may otherwise be acceptable to the Committee in its discretion) all taxes required bound to be withheld, if any, in respect terminated as of this Award. The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of Closing Date so that after such tax obligations by (i) authorizing date neither the Company to withhold a number nor any of Shares its Subsidiaries shall have any further rights or (iiliabilities thereunder. Any tax returns described in this Section 4.01(d) transferring to the Company shares of Common Stock owned by the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award the Participant shall be deemed to have committed) to pay complete and correct in cash all tax withholdings required at any later time in respect material respects and shall be prepared on a basis consistent with the past practice of the transfer of such shares, or has made other arrangements satisfactory to the Committee with respect to the payment of such taxes. The Participant also authorizes the Company and its Affiliates to withhold such amounts from any amounts otherwise payable to in a manner that does not distort taxable income, including by deferring income or accelerating deductions. The Company shall notify Parent upon the Participant, but nothing in this sentence shall be construed as relieving the Participant filing of any liability for satisfying his or her obligations under the preceding provisions of this Section 5such material tax return and shall make such tax returns available to Parent.

Certain Tax Matters. (a) The Participant expressly acknowledges that because this Award consists of an unfunded and unsecured promise by the Company to deliver Shares in the future, subject to the terms hereof, it is not possible to make a so-called “83(b) election” with respect to this Award. The Participant Grantee expressly acknowledges and agrees that the ParticipantGrantee’s rights hereunder, including the right to be issued Shares shares of Stock upon the vesting and settlement of this Award the Restricted Stock Units (or any portion thereof), are subject to the ParticipantGrantee’s promptly paying, or in respect of any later requirement of withholding, withholding being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means as may be acceptable to the Committee Administrator in its discretion) all taxes required to be withheld, if anyany (the “Withholding Obligation”). (b) By accepting the Award, in respect of this Award. The Participant shallthe Grantee hereby acknowledges and agrees that, unless he or she provides notice to the Company at his least two (2) days prior to a Vesting Date that he or her election, be permitted she intends to satisfy the applicable Withholding Obligation by paying such amount in cash or with a check in a form acceptable to the Company and delivers such cash or check no later than such Vesting Date, he or she will have been deemed to have elected to have the Company hold back whole shares of Stock otherwise deliverable pursuant to Section 3 having a Fair Market Value sufficient to satisfy the Withholding Obligation (but not in excess of the applicable minimum statutory minimum withholding obligations or such greater amount that would not result in adverse accounting consequences to the Company), with the Company accepting a payment in cash or by check by the Grantee to the extent of any remaining balance of the Withholding Obligation not satisfied by such tax obligations withholding of shares. (c) The Grantee expressly acknowledges that because the Award consists of an unfunded and unsecured promise by (i) authorizing the Company to withhold a number of Shares or (ii) transferring deliver Stock in the future, subject to the Company shares of Common Stock owned by the Participantterms hereof, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred it is not possible to the Company, as applicablemake a so-called “83(b) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Committee election” with respect to the payment of such taxes. The Participant also authorizes the Company and its Affiliates to withhold such amounts from any amounts otherwise payable to the Participant, but nothing in this sentence shall be construed as relieving the Participant of any liability for satisfying his or her obligations under the preceding provisions of this Section 5Award.

Certain Tax Matters. (a) The Participant expressly acknowledges that because this Award consists of an unfunded and unsecured promise by the Company to deliver Shares in the future, subject to the terms hereof, it is not possible to make a so-called “83(b) election” with respect to this Award. The Participant Grantee expressly acknowledges and agrees that the ParticipantGrantee’s rights hereunder, including the right to be issued Shares shares of Stock upon the vesting and settlement of this Award the Performance Stock Units (or, if applicable, Restricted Stock Units) (or any portion thereof), are subject to the ParticipantGrantee’s promptly paying, or in respect of any later requirement of withholding, withholding being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means as may be acceptable to the Committee Administrator in its discretion) all taxes required to be withheld, if any, in respect of this Awardany (the “Tax Withholding Obligation”). The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing the Company to withhold a number of Shares or (ii) transferring to the Company No shares of Common Stock owned by the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction pursuant to the vesting of this Award the Performance Stock Units (or, if applicable, Restricted Stock Units) (or any portion thereof) unless and until the Participant Grantee or the person then holding this the Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local withholding tax requirements with respect to tax withholdings then due and has committed (and by holding accepting this Award the Participant Grantee shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Committee Company with respect to the payment of such taxes. The Participant Grantee also authorizes the Company and its Affiliates subsidiaries to withhold such amounts amount from any amounts otherwise payable owed to the ParticipantGrantee, but nothing in this sentence shall be construed as relieving the Participant Grantee of any liability for satisfying his or her obligations under the preceding provisions of this Section 5Section. (b) The Grantee expressly acknowledges that the Grantee’s acceptance of this Agreement constitutes the Grantee’s instruction and authorization to the Company and any brokerage firm determined acceptable to the Company for such purpose to sell on the Grantee’s behalf a whole number of shares from those shares of Stock issuable to the Grantee as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the applicable Tax Withholding Obligation, and to transfer the proceeds from the sale of such Stock from the Grantee’s securities account established with the brokerage service provider for the settlement of the Grantee’s vested Performance Stock Units (or, if applicable, Restricted Stock Units) to any account held in the name of the Company. Such shares will be sold on the date of vesting or as soon thereafter as practicable. Grantee will be responsible for all brokers’ fees and other costs of sale, which fees and costs may be deducted from the proceeds of the foregoing sale of Stock, and Xxxxxxx agrees to indemnify and hold the Company and any brokerage firm selling such Stock harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed Xxxxxxx’s Tax Withholding Obligation, such excess cash will be deposited into the securities account established with the brokerage service provider for the settlement of Grantee’s vested Performance Stock Units (or, if applicable, Restricted Stock Units). Grantee acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy Xxxxxxx’s Tax Withholding Obligation. Accordingly, Xxxxxxx agrees to pay to the Company as soon as practicable, including through additional payroll withholding, any amount of the Tax Withholding Obligation that is not satisfied by the sale of shares described above. Unless otherwise authorized by the Administrator in its sole discretion, the sale of Stock will be the primary method used by the Company to satisfy the applicable Tax Withholding Obligation. (c) The Grantee expressly acknowledges that because this Award consists of an unfunded and unsecured promise by the Company to deliver Stock in the future, subject to the terms hereof, it is not possible to make a so-called “83(b) election” with respect to the Award.

Certain Tax Matters. (a) The Participant expressly acknowledges that because this Award consists of an unfunded and unsecured promise by has been advised to confer promptly with a professional tax advisor to consider whether the Company to deliver Shares in the future, subject to the terms hereof, it is not possible to Participant should make a so-called “83(b) election” with respect to the Shares. Any such election, to be effective, must be made in accordance with applicable regulations and within thirty (30) days following the date of this Award. The Company has made no recommendation to the Participant with respect to the advisability of making such an election. (b) The Award or vesting of the Shares acquired hereunder, and the payment of dividends, if any, with respect to such Shares, may give rise to “wages” subject to withholding. The undersigned expressly acknowledges and agrees that the Participant’s his or her rights hereunder, including the right to be issued Shares upon the vesting and settlement of this Award (or any portion thereof), hereunder are subject to the Participant’s his or her promptly paying, or in respect of any later requirement of withholding, being liable promptly to pay at such time as such withholdings are due, paying to the Company in cash (or by such other means as may be acceptable to the Committee Company in its discretion, including, if the Administrator so determines, by the delivery of previously acquired Stock or shares of Stock acquired hereunder or by the withholding of amounts from any payment hereunder) all taxes required to be withheldwithheld in connection with such award, if anyvesting or payment; provided that, except as provided for below, the Participant may elect to have shares from the Award held back by the Company having a fair market value equal to the applicable statutory minimum tax withholdings requirements in respect of this Awardaccordance with the Plan. The Participant shall, at his or her election, be permitted shall not have the right to elect to have shares so withheld to satisfy the statutory minimum amount of such tax obligations if the Participant’s Employment is terminated by (i) authorizing the Company to withhold a number or any of Shares its subsidiaries for Cause or (ii) transferring to if the Company shares determines that, at the time of Common Stock owned by termination of Employment, there exist circumstances that would have entitled the Company and its subsidiaries to terminate the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Committee with respect to the payment of such taxes’s Employment for Cause. The Participant also authorizes the Company and its Affiliates subsidiaries to withhold such amounts due hereunder from any amounts payments otherwise payable owed to the Participant, but nothing in this sentence shall be construed as relieving the Participant of any liability for satisfying his or her obligations obligation under the preceding provisions of this Section 54(b).

Certain Tax Matters. The Participant expressly acknowledges that because this Award consists (i) All Tax Returns required to be filed by or on behalf of an unfunded the Partners Entities and unsecured promise their respective Subsidiaries by the Company Code or by applicable state, local or foreign Tax Laws with any Tax authority prior to deliver Shares the date hereof have been timely filed. All Tax Returns filed by the Partners Entities and their respective Subsidiaries are true, correct and complete in all material respects. All material Taxes due and payable of the Partners Entities and their respective Subsidiaries (whether or not reflected on any such Returns) have been timely paid in full. (ii) None of the Partners Entities or their respective Subsidiaries have any liability for any unpaid Taxes which have not been accrued for or reserved on Partners’ balance sheets included in the future, subject latest Partners SEC Document filed prior to the terms hereofdate hereof (without taking into account any reserve for deferred taxes), it which is not possible material to make a so-called “83(bthe Partners Entities and their respective Subsidiaries, other than any liability for unpaid Taxes that may accrue on the Closing Date or may have accrued since the end of the most recent fiscal year in connection with the operation of the business of Partners in the ordinary course, none of which is material to the business, results of operations or financial condition of the Partners Entities or their respective Subsidiaries. (iii) election” There are no liens for Taxes with respect to this Award. The Participant expressly acknowledges any of the assets or properties of the Partners Entities or their respective Subsidiaries, other than with respect to Taxes not yet due and agrees payable. (iv) All material Taxes that the Participant’s rights hereunderPartners Entities or their respective Subsidiaries are required by Law to withhold or collect have been duly withheld or collected, including and have been timely paid over to the right proper governmental authorities or deposited in accordance with applicable Law. (v) Neither the Partners Entities nor their respective Subsidiaries have been delinquent in the payment of any material Tax nor is there any material Tax deficiency outstanding, proposed or assessed in writing against the Partners Entities or their respective Subsidiaries, as applicable, nor has the Partners Entities or their respective Subsidiaries executed, or been requested to be issued Shares upon execute, any unexpired waiver of any statute of limitations on or extending the vesting and settlement period for the assessment or collection of this Award any material Tax. Neither the Partners Entities nor their respective Subsidiaries have requested any extension of time within which to file any Tax Return, which return has not yet been filed. No power of attorney with respect to any material Taxes has been executed or filed with any Tax authority by or on behalf of the Partners Entities or their respective Subsidiaries. (vi) No audit or other examination of any Tax Return of the Partners Entities or their respective Subsidiaries by any Tax authority is in progress, nor has the Partners Entities nor their respective Subsidiaries been notified in writing of any request for such an audit or other examination. (vii) Neither the Partners Entities nor their respective Subsidiaries (x) is a party to or is bound by any Tax sharing agreement, Tax indemnity obligation or similar agreement, arrangement or practice with respect to Taxes (including, without limitation, any advance pricing agreement, closing agreement or other agreement relating to Taxes with any Tax authority); (y) is or has ever been a member of an affiliated group (other than a group the common parent of which is Partners GP) filing a consolidated federal income tax return; or (z) has any liability for Taxes of any Person arising from the application of Treasury Regulation 1.1502-6 or any portion thereof)analogous provision of state, are subject to the Participant’s promptly payinglocal or foreign law, or as a transferee or successor, or by contract. (viii) Neither the Partners Entities nor their respective Subsidiaries will be required to include in respect a taxable period ending after the Closing Date any taxable income attributable to income that accrued, but was not recognized, in any Pre-Closing Tax Period, as a result of an adjustment under Section 481 of the Code, the installment method of accounting, the long-term contract method of accounting, the cash method of accounting, any later requirement comparable provision of withholdingstate, being liable promptly to pay at such time as such withholdings are duelocal, or foreign Tax law, or for any other reason. (ix) Partners GP has made available for inspection to the Company in cash complete and correct copies of all material Tax Returns of the Partners Entities and the Partners Subsidiaries for all taxable periods for which the applicable statute of limitations has not yet expired. (or by such other means as may be acceptable to x) Section 5.2(u)(x) of the Committee in its discretion) all taxes required to be withheld, if any, in respect of this Award. The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by Partners Disclosure Schedule sets forth (i) authorizing each jurisdiction in which the Company Partners Entities or any Subsidiary thereof joins, has joined or is or has been required to withhold a number join for any taxable period ending after 2008 in the filing of Shares any consolidated, combined or unitary Tax Return, and (ii) transferring the common parent entity and the other individual members of the consolidated, combined or unitary group filing such Tax Return. (xi) Section 5.2(u)(xi) of the Partners Disclosure Schedule sets forth each state or foreign jurisdiction in which the Partners Entities or their respective Subsidiaries file, or is or has been required to file, a Tax Return relating to material state income, franchise, license, excise, net worth, property or sales and use taxes or is or has been liable for any material Taxes on a “nexus” basis at any time for a taxable period for which the relevant statutes of limitation have not expired. (xii) Partners has a valid election in effect under Treasury Regulations Section 301.7701-3 to be classified as an association taxable as a corporation for United States federal income tax purposes, and Partners has not revoked or modified such election or made any other election to be classified as other than an association taxable as a corporation. (xiii) Partners is not a Passive Foreign Investment Company within the meaning of Section 1297 of the Code, and after giving effect to the Company shares transactions contemplated by this Agreement and based on its expected method of Common Stock owned by the Participantoperations, in each case, having an aggregate Fair Market Value does not expect to become a Passive Foreign Investment Company. (measured on the date such Shares xiv) The Partners Entities are not aware of any fact or circumstance that would otherwise be delivered prevent or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, stateimpede, or local requirements with respect could reasonably be expected to tax withholdings then due and has committed (and by holding this Award prevent or impede, the Participant shall be deemed to have committedMerger from qualifying as a “reorganization” within the meaning of Section 368(a) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Committee with respect to the payment of such taxes. The Participant also authorizes the Company and its Affiliates to withhold such amounts from any amounts otherwise payable to the Participant, but nothing in this sentence shall be construed as relieving the Participant of any liability for satisfying his or her obligations under the preceding provisions of this Section 5Code.

Certain Tax Matters. The Participant expressly acknowledges that because this Award consists (a) Each of an unfunded Buyer and unsecured promise by the Company will use its Reasonable Best Efforts to deliver Shares cause the Merger to constitute a reorganization within the meaning of Section 368(a) of the Code, and to timely satisfy, or cause to be timely satisfied, all applicable tax reporting and filing requirements contained in the future, subject to Code and the terms hereof, it is not possible to make a so-called “83(b) election” with respect to this Award. The Participant expressly acknowledges and agrees that the Participant’s rights hereunder, including the right to be issued Shares upon the vesting and settlement of this Award (or any portion thereof), are subject to the Participant’s promptly paying, or in respect of any later requirement of withholding, being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means as may be acceptable to the Committee in its discretion) all taxes required to be withheld, if any, in respect of this Award. The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing the Company to withhold a number of Shares or (ii) transferring to the Company shares of Common Stock owned by the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Committee Treasury Regulations with respect to the payment Merger, including the reporting requirements contained in Treasury Regulation 1.367(a)-3(c)(6). (b) In connection with the filing of such taxes. The Participant also authorizes the Registration Statement, the Company and its Affiliates Buyer shall execute and deliver to withhold Hale xxx Dorr XXX and to Coolxx Xxxward LLP, tax representation letters in customary form, dated as of the date of such amounts from any amounts otherwise payable filing. Following delivery of such tax representation letters, each of Buyer and the Company will use Reasonable Best Efforts to cause Hale xxx Dorr XXX and Coolxx Xxxward LLP, respectively, to deliver a tax opinion satisfying the requirements of Item 601 of Regulation S-K under the Securities Act and to obtain the consent of Hale xxx Dorr XXX and Coolxx Xxxward LLP to the Participantfiling of such tax opinions as exhibits to the Registration Statement. In rendering such opinions, and in rendering the opinions referenced in Sections 5.2(l) and 5.3(g) hereof, each of such counsel shall be entitled to rely on the tax representation letters described in this Section 4.14. (c) Prior to the Effective Time, the Company shall submit to a stockholder vote the right of any "disqualified individual" (as defined in Section 280G(c) of the Code) to receive any and all payments that could be deemed "parachute payments" under Section 280G(b) of the Code, in a manner that satisfies the stockholder approval requirements for the small business exemption of Code Section 280G(b)(5). In addition, prior to the Effective Time, the Company shall provide adequate disclosure to the stockholders of the Company of all material facts concerning each such payment that, but nothing for such vote, could be deemed a "parachute payment" to a "disqualified individual" under Code Section 280G, in this sentence shall be construed as relieving the Participant of any liability for satisfying his or her obligations under the preceding provisions of this a manner that satisfied Code Section 5280G(b)(5)(B).

Certain Tax Matters. The Participant expressly acknowledges that because this Award consists of an unfunded and unsecured promise by the Company to deliver Shares in the future, subject to the terms hereof, it is not possible to make a so-called “83(b) election” with respect to this Award. The Participant expressly acknowledges and agrees that the Participant’s rights hereunder, including the right to be issued Shares upon the vesting and settlement of this Award (or any portion thereof), are subject to the Participant’s promptly paying, or in respect of any later requirement of withholding, withholding being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means as may be acceptable to the Committee in its discretion) all taxes required to be withheld, if any, in respect of this Award. The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing the Company to withhold a number of Shares or (ii) transferring to the Company shares of Common Stock owned by the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Committee with respect to the payment of such taxes. The Participant also authorizes the Company and its Affiliates to withhold such amounts from any amounts otherwise payable to the Participant, but nothing in this sentence shall be construed as relieving the Participant of any liability for satisfying his or her obligations under the preceding provisions of this Section 56.

Certain Tax Matters. The Participant expressly acknowledges that because (a) All transfer, sales and similar Taxes ("Transfer Taxes") incurred in connection with this Award consists Agreement and the Additional Agreements, and the transactions contemplated hereby and thereby (including (i) sales and use Tax on the sale or purchase of an unfunded the Purchased Assets imposed by Pennsylvania and unsecured promise (ii) transfer Tax on conveyances of interests in real property imposed by the Company to deliver Shares in the futurePennsylvania or any political subdivision thereof) shall be borne by Buyer (and, subject to the terms hereofextent paid by Seller, it is not possible Buyer shall reimburse Seller upon request). Buyer, at its expense, shall prepare and file, to make a so-called “83(b) election” the extent required by, or permissible under, applicable Law, all necessary Tax Returns and other documentation with respect to this Award. The Participant expressly acknowledges all such Transfer Taxes, and, if required by applicable Law, Seller shall join in the execution of all such Tax Returns and agrees other documentation; provided, however, that the Participant’s rights hereunder, including the right to be issued Shares upon the vesting and settlement of this Award (or any portion thereof), are subject prior to the Participant’s promptly paying, or in respect of any later requirement of withholding, being liable promptly to pay at such time as such withholdings are dueClosing Date, to the Company extent applicable, Buyer shall provide to Seller appropriate certificates of Tax exemption from each applicable Governmental Authority. (b) With respect to Taxes to be prorated in cash (or by such other means as may be acceptable to the Committee in its discretion) accordance with Section 3.5, Buyer shall prepare and timely file all taxes Tax Returns required to be withheldfiled after the Closing Date with respect to the Purchased Assets, if any, and shall timely pay all Taxes shown to be due on such Tax Returns. Buyer's preparation of such Tax Returns shall be subject to Seller's approval, which approval shall not be unreasonably withheld or delayed. Buyer shall make each such Tax Return available for Seller's review and approval no later than fifteen (15) Business Days prior to the due date for filing such Tax Return, it being understood that Seller's failure to approve any such Tax Return shall not limit Buyer's obligation to timely file such Tax Return and timely pay all Taxes shown to be due thereon. (c) Buyer and Seller shall provide the other with such assistance as may reasonably be requested by the other Party in connection with the preparation of any Tax Return, audit or other examination, or any proceeding, by or before any Governmental Authority relating to Liability for Taxes, and each Party shall retain and provide the requesting Party with all books and records or other information which may be relevant to such Tax Return, audit, examination or proceeding. All books, records and information obtained pursuant to this Section 6.5(c) or pursuant to any other Section that provides for the sharing of books, records and information or review of any Tax Return or other instrument relating to Taxes shall be kept confidential by the parties hereto in accordance with the terms and conditions set forth in the Confidentiality Agreement. (d) In the event that a dispute arises between Seller and Buyer regarding Taxes or any amount due under this Section 6.5, the Parties shall attempt in good faith to resolve such dispute and any agreed-upon amount shall be promptly paid to the appropriate Party. If any such dispute is not resolved within thirty (30) days after notice thereof is given to any Party, the Parties shall submit the dispute to an Independent Accounting Firm for resolution, which resolution shall be final, binding and conclusive on the Parties. In the event that Buyer and Seller cannot promptly agree on the selection of an accounting firm to act as the Independent Accounting Firm, either Party may request the American Arbitration Association to appoint a nationally recognized independent accounting firm, and such appointment shall be final, binding and conclusive on Buyer and Seller. Notwithstanding anything in this Agreement to the contrary, the costs, fees and expenses of the Independent Accounting Firm in resolving the dispute shall be borne equally by Seller and Buyer. Any payment required to be made as a result of the resolution by the Independent Accounting Firm of any such dispute shall be made within five (5) Business Days after such resolution, together with any interest determined by the Independent Accounting Firm to be appropriate. (e) To the extent that any Party receives a Tax refund or credit with respect to a Tax that was paid or incurred, in whole or in part, by the other Party, such receiving Party shall promptly pay the allocable portion of this Award. The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing the Company to withhold a number of Shares Tax refund or (ii) transferring credit to the Company shares of Common Stock owned by the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Committee with respect to the payment of such taxes. The Participant also authorizes the Company and its Affiliates to withhold such amounts from any amounts otherwise payable to the Participant, but nothing in this sentence shall be construed as relieving the Participant of any liability for satisfying his or her obligations under the preceding provisions of this Section 5Party.

Certain Tax Matters. (a) The Participant expressly acknowledges Parties hereto agree that because this Award consists of an unfunded all personal property Taxes and unsecured promise by the Company to deliver Shares in the futuresimilar ad valorem obligations, subject to the terms hereofas well as any special assessments, it is not possible to make a so-called “83(b) election” that are levied with respect to this Awardthe Acquired Assets or Business for assessment or Tax periods within which the Closing Date occurs (the “Apportioned Obligations”) shall be apportioned between Seller on the one hand, and Buyer, on the other hand, based on the number of days in any such period falling on or prior to the Closing Date, on the one hand, and the number of days falling after the Closing Date, on the other hand, respectively. Each of Seller on the one hand, and Buyer, on the other hand, shall be responsible for and shall timely pay (or promptly reimburse the other Party) with respect to its apportioned share of the Apportioned Obligations. The Participant expressly acknowledges Parties shall cooperate in timely making all filings, returns, reports, and agrees that the Participant’s rights hereunder, including the right to be issued Shares upon the vesting and settlement of this Award (or any portion thereof), are subject to the Participant’s promptly paying, or in respect of any later requirement of withholding, being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means forms as may be acceptable required to comply with the provisions of the relevant Tax Laws. (b) Subject to Section 9.13, Seller shall bear and be responsible for, and shall timely pay (or promptly reimburse Buyer with respect to) all sales, use, transfer, documentary, recording, gains and similar Taxes and fees, and any deficiency, interest or penalty asserted with respect thereof (collectively, “Transfer Taxes”) arising out of the sale or transfer of the Acquired Assets pursuant to this Agreement. The Parties shall cooperate as to the Committee filing of all necessary documentation with respect to such Transfer Taxes. (c) Except as otherwise provided in its discretion) all taxes required to be withheldthis Agreement as between the Seller, if anyon the one hand, in respect of this Award. The Participant shalland Buyer, at his or her election, be permitted to satisfy on the statutory minimum amount of such tax obligations by other hand: (i) authorizing the Company to withhold a number of Shares or Seller shall be responsible for and shall timely pay all Seller Taxes; and (ii) transferring Buyer shall be responsible for and shall pay all Taxes levied or imposed in connection with the ownership of the Acquired Assets and the operation of the Business during periods after the Closing Date. (d) The Seller, on the one hand, and Buyer, on the other hand shall not file an amended Tax Return or make an election with respect to periods or portions thereof ending on or before the Closing without the written consent of the other Party if the amendment or election could adversely affect the other Party, the Business or the Acquired Assets. (e) The Seller shall retain originals (if not turned over to Buyer) and copies of all Tax Returns, schedules, work papers, records and other documents relating to Tax matters with respect to the Company shares Business and the Acquired Assets until sixty (60) days after the expiration of Common Stock owned the applicable statute of limitations with respect to such Tax matters. (f) Each Party shall provide each other Party with such assistance as may reasonably be requested by any of them in connection with the Participant, in each case, having an aggregate Fair Market Value preparation of any filings with any Taxing Authorities (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, local or local requirements otherwise) and with respect any Action relating to tax withholdings then due and has committed (and by holding this Award liability for Taxes, in either case in connection with the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect operation of the transfer Business or the Acquired Assets. Such assistance shall include making employees available on a mutually convenient basis to provide information and explanation of such sharesany material provided hereunder, or has made other arrangements satisfactory and shall include providing copies of any relevant information, data, reports, Tax Returns and supporting work schedules, to the Committee with respect to the payment of extent such taxesis available. The Participant also authorizes Seller, on the Company one hand, and its Affiliates Buyer, on the other hand, agree to withhold reimburse one another for the reasonable out-of-pocket expenses, such amounts from any amounts otherwise payable to as travel costs, incurred by it, as the Participantcase may be, but nothing in this sentence shall be construed as relieving the Participant of any liability for satisfying his or her connection with performing obligations under the preceding provisions of this Section 56.07(f); provided that such reimbursable expenses shall not include any per diem or other expenses in the nature of salary replacement or overhead absorption measures.

Certain Tax Matters. (a) The Participant expressly acknowledges that because this Award consists of an unfunded Trustee is hereby authorized and unsecured promise directed by Mego and to elect to treat the Company to deliver Shares in the future, subject to the terms hereof, it is not possible to make a so-called “83(b) election” with respect to this Award. The Participant expressly acknowledges and agrees that the Participant’s rights hereunderREMIC Pool, including the right to be issued Shares upon Collection Account, the vesting Distribution Account and settlement of this Award (or any portion thereof)the FHA Premium Account for the Group I Loans, are subject to as a REMIC in accordance with the Participant’s promptly paying, or in respect of any later requirement of withholding, being liable promptly to pay at REMIC Provisions. In connection with such time as such withholdings are due, to the Company in cash (or by such other means as may be acceptable to the Committee in its discretion) all taxes required to be withheld, if any, in respect of this Award. The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing the Company to withhold a number Class R Certificates are hereby designated as the sole class of Shares or "residual interests" in the REMIC Pool, (ii) transferring to the Company shares Group IA Certificates are hereby designated as classes of Common Stock owned by "regular interests" in the ParticipantREMIC Pool, in each case(iii) the latest possible maturity date of the Group I Certificates is the Final Scheduled Distribution Date, having an aggregate Fair Market Value and (measured iv) the Closing Date is hereby designated as the "Start-Up Day" of the REMIC Pool, all within the meaning of the REMIC Provisions. The taxable year of the REMIC Pool shall be the calendar year and the first taxable year shall begin on the date such Shares would otherwise be delivered or are transferred to Closing Date. The books of the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award the Participant REMIC Pool shall be deemed to have committedmaintained on an accrual basis for federal income tax purposes. (b) to pay The Trustee as agent for Mego, so long as it shall be a Holder of a Class R Certificate, and otherwise the Residual Holder appointed in cash all tax withholdings required at any later time in respect accordance with the provisions of the transfer of such sharesCode, or has made other arrangements satisfactory to the Committee shall, with respect to the payment REMIC Pool: (i) in a timely manner, prepare, file with the Internal Revenue Service or other appropriate authorities, and cause the Trustee to mail to Group I Certificateholders, as required, any Tax Returns, and any other federal, state or local tax or information returns or reports that are required to be so filed, or provided to Group I Certificateholders, with respect to the REMIC Pool; (ii) in the first Tax Return, elect to treat the REMIC Pool as a REMIC; 107 113 (iii) in the Tax Return for each taxable year of the REMIC Pool, designate as the tax matters person for the REMIC Pool (x) Mego or an affiliate thereof, if Mego or such affiliate, as the case may be, owned a Class R Certificate at any time during such taxable year, or (y) if neither Mego nor an affiliate thereof owned a Class R Certificate at any time during such taxable year, (A) the Holder of a Class R Certificate designated in a notice delivered to the Trustee prior to the date of completion of such taxes. The Participant also authorizes Tax Return by Holders of Class R Certificates representing a majority of the Company and its Affiliates to withhold Residual Interests, or (B) if no such amounts from notice is received, the Person holding, at the end of such taxable year, Class R Certificates representing, in the aggregate, a greater percentage of the Residual Interests than Class R Certificates then held by any amounts otherwise payable to the Participant, but nothing in this sentence shall be construed as relieving the Participant of any liability for satisfying his or her obligations under the preceding provisions of this Section 5.other Person;

Certain Tax Matters. The Participant Grantee expressly agrees and acknowledges the following: (a) Grantee covenants and agrees that because this Award consists of an unfunded and unsecured promise by the Company to deliver Shares in the future, subject to the terms hereof, it is he or she will not possible to make a so-called “83(b) election” with respect to this Awardthe Restricted Shares. In the event Grantee does make a so-called “83(b) election, all outstanding Restricted Shares shall be immediately forfeited to the Company without payment of any consideration by the Company or any of its Affiliates, and neither Grantee nor any of his successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Restricted Shares. (b) The Participant award or vesting of the Restricted Shares acquired hereunder, and the payment of dividends with respect to such Restricted Shares, may give rise to “wages” subject to withholding. Grantee expressly acknowledges and agrees that the Participant’s his or her rights hereunder, including the right to be issued Shares upon the vesting and settlement of this Award (or any portion thereof), hereunder are subject to the Participant’s his or her promptly paying, or in respect of any later requirement of withholding, being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means as may be acceptable to the Committee in its discretion) satisfying all taxes required to be withheld, if any, withheld in respect of connection with this Award. The Participant shall, at his or her election, be permitted Grantee may elect to satisfy the statutory minimum amount of have such tax obligations withholding satisfied, in whole or in part, by (i) authorizing the Company to withhold a number of Shares or shares of Stock to be issued pursuant to this Award with a Fair Market Value equal to the amount of the required withholding tax, (ii) transferring to the Company previously owned shares of Common Stock owned with a Fair Market Value equal to the amount of the required withholding tax, or (iii) in the event Grantee is an employee of the Company at the time such withholding tax is effected, by withholding from the Participantcash compensation payable to Grantee as of such date, in each caseequal to the amount of required withholding tax; provided, having an however, that the aggregate Fair Market Value (measured on of the date such Shares would otherwise number of shares of Stock that may be delivered or are transferred to the Company, as applicable) sufficient used to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until tax withholding requirements may not exceed the Participant or the person then holding this Award has remitted to the Company an minimum statutorily required withholding amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Committee with respect to the payment of such taxes. The Participant also authorizes the Company and its Affiliates to withhold such amounts from any amounts otherwise payable to the Participant, but nothing in this sentence shall be construed as relieving the Participant of any liability for satisfying his or her obligations under the preceding provisions of this Section 5Award.

Certain Tax Matters. The Participant expressly acknowledges that because this Award consists of an unfunded and unsecured promise by the Company to deliver Shares (a) All sales or use, transfer, real property gains, excise, stamp, or other taxes which are in the futurenature of sales, subject use, or property tax, whether imposed on Seller or Buyer (but specifically excluding income taxes or taxes in the nature of income taxes imposed on Buyer relating to Buyer’s conduct of the activities associated with the Assets following the Closing Date) resulting from the sale of Assets and the assumption of the Assumed Liabilities contemplated by this Agreement shall be borne 100% by Seller. Buyer and Seller agree to cooperate to the terms hereof, it is not possible extent commercially reasonable and legally permitted to make a so-called “83(b) election” with respect to this Award. The Participant expressly acknowledges and agrees that the Participant’s rights hereunder, including the right to be issued Shares upon the vesting and settlement minimize any transfer taxes arising out of this Award (or any portion thereof), are subject relating to the Participant’s promptly payingtransactions contemplated by this Agreement. (b) Unless otherwise required pursuant to a determination within the meaning of Section 1313 of the Code, or in respect of any later requirement of withholding, being liable promptly Buyer and Seller agree to pay at such time as such withholdings are due, to the Company in cash (or by such other means as may be acceptable to the Committee in its discretion) all taxes required to be withheld, if any, in respect of this Award. The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by treat (i) authorizing the Company to withhold a number of Shares or Warrants as issued in exchange for the Assets (rather than for services) for all applicable income tax purposes; and (ii) transferring Seller as having engaged in a contingent payment sale within the meaning of Section 453 of the Code and the regulations thereunder, with each issuance of a Warrant to Seller pursuant to this Agreement constituting a “payment” within the meaning of Section 453(f)(3) of the Code and the regulations thereunder in an amount equal to the Company shares of Common Stock owned by the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer fair market value of such sharesWarrant as of such date of issuance. Buyer and Seller acknowledge that the timing of recognition and amount of Buyer’s determination of its basis in the assets purchased and Seller’s timing of recognition and amount of gross income, or has made other arrangements satisfactory to the Committee with respect to the payment Warrants, may be different under the applicable provisions of such taxesthe Code, applicable regulations and other authority. The Participant also authorizes Nothing herein shall limit Seller’s right to elect not to apply the Company and its Affiliates to withhold such amounts from any amounts otherwise payable installment method under Section 453(d) of the Code with respect to the Participant, but nothing in Warrants or any other payments to be received under this sentence shall be construed as relieving the Participant of any liability for satisfying his or her obligations under the preceding provisions Agreement. For purposes of this Section 53(b) and Section 4, the fair market value of each Warrant as of its date of issuance shall be determined with reference to the Black Scholes Model, consistently applying the assumptions that were used to determine the number of Warrant Shares (as such term is defined in each Warrant) pursuant to the particular Warrant. Buyer and Seller agree to cooperate with each other, as and to the extent reasonably requested by the other party, in connection with the filing of tax returns reflecting any income or deduction arising with respect to the Warrants (including, to the extent necessary in connection with the filing of Seller’s tax returns, the determination of the agreed upon fair market value, as of the Closing Date, of Seller’s rights to receive the Warrants pursuant to this Agreement), and any audit, litigation or other proceeding with respect to such tax returns.

Certain Tax Matters. (a) The Participant expressly acknowledges that because this Award consists of an unfunded and unsecured promise by the Company to deliver Shares in the future, subject to the terms hereof, it is not possible to make a so-called “83(b) election” with respect to this Award. The Participant Grantee expressly acknowledges and agrees that the ParticipantGrantee’s rights hereunder, including the right to be issued Shares shares of Stock upon the vesting and settlement of this Award the Restricted Stock Units (or any portion thereof), are subject to the ParticipantGrantee’s promptly paying, or in respect of any later requirement of withholding, withholding being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means as may be acceptable to the Committee Administrator in its discretion) all taxes required to be withheld, if any, in respect of this Award. The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing the Company to withhold a number of Shares or (ii) transferring to the Company No shares of Common Stock owned by the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction pursuant to the vesting of this Award the Restricted Stock Units (or any portion thereof) unless and until the Participant Grantee or the person then holding this the Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by holding accepting this Award the Participant Grantee shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Committee Administrator with respect to the payment of such taxes. The Participant Grantee also authorizes the Company and its Affiliates subsidiaries to withhold such amounts any required tax withholdings amount from any amounts otherwise payable owed to the ParticipantGrantee, but nothing in this sentence shall be construed as relieving the Participant Grantee of any liability for satisfying his or her obligations under the preceding provisions of this Section 5Section. (b) The Grantee expressly acknowledges that because this Award consists of an unfunded and unsecured promise by the Company to deliver Stock in the future, subject to the terms hereof, it is not possible to make a so-called “83(b) election” with respect to the Award.

Certain Tax Matters. The Participant expressly acknowledges During the period from the date of this Agreement to the Effective Time, (i) the Company and each of its Subsidiaries shall timely file all tax returns (“Post-Signing Returns”) required to be filed by or on behalf of each such entity before the Closing (after taking into account any extensions), and all Post-Signing Returns shall be complete and correct and shall be prepared on a basis consistent with the past practices of the Company and its Subsidiaries and in a manner that because this Award consists does not distort taxable income (e.g., by deferring income or accelerating deductions); provided that no Post-Signing Returns shall be filed with any taxing authority without Parent’s prior written consent (which consent shall not be unreasonably delayed or withheld); (ii) the Company and each of an unfunded its Subsidiaries shall timely pay all taxes due and unsecured promise payable owed by each such entity other than any taxes being contested in good faith through appropriate proceedings and for which adequate reserves in accordance with GAAP have been established on the Company’s books and records; (iii) the Company will accrue a reserve in its books and records and financial statements in accordance with GAAP and past practice for all taxes payable by the Company to deliver Shares in the future, subject or any of its Subsidiaries for which no Post-Signing Return is due prior to the terms hereofEffective Time; (iv) the Company shall promptly notify Parent of any suit, it is not possible to make a so-called claim, action, assessment, investigation, proceeding or audit (collectively, “83(btax actions”) election” pending against or with respect to this Award. The Participant expressly acknowledges and agrees that the Participant’s rights hereunder, including the right to be issued Shares upon the vesting and settlement of this Award (Company or any portion thereof), are subject to the Participant’s promptly paying, or of its Subsidiaries in respect of any later requirement tax and will not settle or compromise any such tax action without Parent’s prior written consent (which consent shall not be unreasonably delayed or withheld); (v) none of withholding, being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means as may be acceptable to the Committee in its discretion) all taxes required to be withheld, if any, in respect of this Award. The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing the Company to withhold a number of Shares or (ii) transferring to the Company shares of Common Stock owned by the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereofof its Subsidiaries will make, revoke or change any material tax election without Parent’s prior written consent (which consent shall not be unreasonably delayed or withheld); and (vi) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Committee with respect to the payment of such taxes. The Participant also authorizes the Company and each of its Affiliates to withhold such amounts from any amounts otherwise payable to Subsidiaries will retain all books, documents and records necessary for the Participant, but nothing in this sentence shall be construed as relieving the Participant preparation of any liability for satisfying his or her obligations under the preceding provisions of this Section 5tax returns and reports and tax audits.

Certain Tax Matters. The Participant expressly acknowledges that because (a) Except as otherwise provided in this Award consists section hereof (relating to Transfer Taxes), Seller shall be responsible for the payment of an unfunded and unsecured promise by the Company to deliver Shares in the future, subject all Taxes relating to the terms hereofAssets for all taxable periods that end prior to the close of business on the Closing Date. Responsibility for Taxes relating to the Assets for all taxable periods which include (but do not end on) the Closing Date shall be allocated between Purchaser and Seller in accordance with the method of Section 164(d) of the Code, it is not possible to make a so-called “83(b) election” with respect to this Awardas amended. The Participant expressly acknowledges and agrees party which has the primary obligation to do so under applicable law shall file any Tax Return that the Participant’s rights hereunder, including the right is required to be issued Shares upon the vesting and settlement of this Award (or any portion thereof), are subject to the Participant’s promptly paying, or filed in respect of any later requirement Taxes described in this section, and that party shall pay the Taxes shown on such Tax Return and notify the other party in writing of withholding, being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means as may be acceptable to the Committee in its discretion) all taxes required to be withheldparty's share of Taxes for which it is responsible, if any, of the Taxes shown on such Tax Return and how such Taxes and share were calculated, which the other party shall reimburse by wire transfer of immediately available funds no later than ten (10) calendar days after receipt of such notice. (b) Purchaser shall pay all transfer, recording, sales, use (including all bulk sales taxes) and other similar taxes and fees (collectively, the "Transfer Taxes") arising out of or in connection with the transactions effected pursuant to this Agreement, other than such Taxes as are calculated with reference to the income or gain of the Seller. The party which has the primary obligation to do so under applicable law shall file any Tax Return that is required to be filed in respect of Taxes described in this Award. The Participant shallsection, at his or her electionand Purchaser shall pay the Taxes shown on such Tax Return and notify Seller in writing of Seller's share of Taxes for which Seller is responsible, be permitted to satisfy if any, of the statutory minimum amount Taxes shown on such Tax Return and how such Taxes and share were calculated, which Seller shall reimburse by wire transfer of immediately available funds no later than ten (10) calendar days after receipt of such tax obligations notice. (c) Seller and the Purchaser shall provide each other with such assistance as reasonably may be requested by either of them in connection with (i) authorizing the Company to withhold a number preparation of Shares any Tax Return, or (ii) transferring any audit or other examination by any taxing authority, or any judicial or administrative proceedings relating to liability for Taxes. The party requesting assistance hereunder shall reimburse the other party for reasonable out-of-pocket expenses incurred in providing such assistance, provided, however, that, for purposes of receiving reimbursement, no independent contractors, such as accountants or attorneys, shall be consulted without the written consent of the party requesting assistance, which consent shall not be unreasonably withheld. (d) Seller shall deliver to the Company shares Purchaser at the Closing a true, correct and complete affidavit which meets the requirements of Common Stock owned by Treasury Regulation Section 1.1445-2(b)(2) and which attests to Seller's non-foreign status (the Participant"FIRPTA Affidavit"). If Purchaser receives the FIRPTA Affidavit at the Closing, in each case, having an aggregate Fair Market Value (measured on Purchaser shall not withhold any of the date such Shares would otherwise be delivered or are transferred consideration paid to Seller under this agreement pursuant to Section 1445 of the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed Code (and by holding this Award the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Committee with respect to the payment of such taxes. The Participant also authorizes the Company and its Affiliates to withhold such amounts from any amounts otherwise payable to the Participant, but nothing in this sentence shall be construed as relieving the Participant of any liability for satisfying his or her obligations under the preceding provisions of this Section 5regulations thereunder).

Certain Tax Matters. The Participant expressly acknowledges that because this Award consists Except as set forth on Schedule 7.11: (i) All material Tax Returns required to be filed by or on behalf of an unfunded TCH, Auto Specialty or any Subsidiary have been filed in a timely manner (within any applicable extension periods), (ii) all such Tax Returns are correct and unsecured promise by the Company complete in all material respects, (iii) all material Taxes relating to deliver Shares in the future, subject to the terms hereof, it is not possible to make a so-called “83(b) election” TCH and its Subsidiaries with respect to this Award. The Participant expressly acknowledges taxable periods covered by such Tax Returns, and agrees that all other Taxes for which TCH or its Subsidiaries is liable, whether or not reflected on a Tax Return, have been timely paid in full or will be timely paid or remitted in full by the Participant’s rights hereunder, including due date thereof and the right provision for Taxes due (as opposed to be issued Shares upon any reserve for deferred Taxes established to reflect temporary differences between book and Tax income) on the vesting most recent Financial Statements reflect an appropriate reserve for all unpaid Taxes of TCH and settlement its Subsidiaries for all taxable periods and portions thereof through the date of this Award (or any portion thereof), are subject to the Participant’s promptly paying, or in respect of any later requirement of withholdingsuch Financial Statements, being liable promptly to pay at such time as such withholdings are duecurrent Taxes not yet due and payable, to the Company in cash and (or by such other means as may be acceptable to the Committee in its discretioniv) all taxes required to be withheld, if any, in respect of this Award. The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing the Company to withhold a number of Shares or (ii) transferring to the Company shares of Common Stock owned by the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award the Participant shall be deemed to any Taxes of TCH or any Subsidiary, no Liens for Taxes have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Committee been filed with respect to the assets of TCH or any Subsidiary and no material claims are being asserted in writing; (i) No property of TCH or any Subsidiary is "tax exempt use property" within the meaning of Section 168(h) of the Code or "tax exempt bond financed property" within the meaning of Section 168(g) of the Code and (ii) neither TCH nor any Subsidiary is a party to any lease made pursuant to Section 168(f)(8) of the Internal Revenue Code of 1954; 7.11.3 TCH and each Subsidiary has complied in all material respects with all applicable laws, rules and regulations relating to the payment and withholding of Taxes and has duly and timely withheld from employee salaries, wages and other compensation, and from payments to non-residents of Canada for purposes of the Income Tax Act (Canada), and has paid over to the appropriate taxing authorities all amounts required to be so withheld and paid over for all periods under all applicable laws; 7.11.4 Seller has made available to Purchaser complete copies of (i) all material income or franchise Tax Returns of TCH and each Subsidiary (or, in the case of Tax Returns filed for an affiliated group, the portion of such taxesconsolidated Tax Returns relating to TCH and each Subsidiary) relating to the taxable periods ending after December 31, 2003 and (ii) the portions of any audit report issued within the last three (3) years relating to any Taxes due from TCH and each Subsidiary; 7.11.5 As of the date hereof, except as specified on Schedule 7.11.5, no Tax Return of TCH or any Subsidiary is under audit or examination, or any reassessment or proposal reassessment, by any taxing authority, and no written or unwritten notice of such an audit or examination has been received by TCH or any Subsidiary. No issues have been raised in any examination by any taxing authority with respect to TCH or any Subsidiary which, by application of similar principles, reasonably could be expected to result in a proposed deficiency for any other period not so examined. Each material deficiency resulting from any audit or examination relating to Taxes, for which TCH or any Subsidiary is or could be liable, by any taxing authority has been timely paid. The Participant also authorizes the Company and its Affiliates to withhold such amounts from any amounts otherwise payable relevant statute of limitations is closed with respect to the Participantfederal Tax Returns of Seller and TCH for all years through 2002. Except as specified on Schedule 7.11.5, but nothing there are no outstanding agreements or waivers extending, or having the effect of extending, the statutory period of limitation applicable to any Tax Returns required to be filed with respect to Seller, TCH or any Subsidiary; 7.11.6 Neither TCH nor any Subsidiary (i) has made any payments, is not obligated to make any payments, or is not a party to any agreement that under certain circumstances could require it to make any payments that are not deductible under Section 280G of the Code; (ii) is a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Code; (iii) has participated in this sentence shall be construed or cooperated with an international boycott within the meaning of Section 999 of the Code; (iv) is a party to any joint venture, partnership or other arrangement that is treated as relieving a partnership for federal income Tax purposes; or (v) has received or is subject to any written ruling of a taxing authority related to Taxes or has entered into any written and legally binding agreement with a taxing authority relating to Taxes. There are no accounting method changes, or proposed or threatened accounting method changes, of TCH or any Subsidiary that could give rise to an adjustment under Section 481 of the Participant of Code for periods after the Closing Date. TCH does not have any liability for satisfying his Taxes of any Person or her obligations entity other than TCH or such Subsidiary (w) except with regard to the consolidated return group with Seller as the parent of such group, under Section 1.1502-6 of the preceding provisions Treasury regulations (or any similar provision of this Section 5.state, local or foreign Law), (x) as a transferee or successor, (y) by contract or (z) otherwise, for any taxable period for which the applicable statute of limitations is not closed;

Certain Tax Matters. [***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (a) If reasonably requested by any Investor in writing, the Company shall within a reasonable period of time provide such Investor with a duly executed statement pursuant to Treasury Regulation Section 1.897-2(h) informing such Investor whether or not the Sunnova Securities held by such Investor constitute a “United States real property interest” (and shall comply with the related notice requirements in Treasury Regulation Section 1.897-2(h)(2)). (b) The Participant expressly acknowledges that because this Award consists Company hereby agrees not to treat the Preferred Stock as “preferred stock” for purposes of an unfunded Section 305 of the Code. In addition, the Company hereby agrees not to treat the Accruing Series A Preferred Dividends or the Series B PIK Accretion (each as defined in the Restated Certificate) as dividends or as distributions of the Company’s stock or distributions of property for purposes of Sections 301 and unsecured promise 305 of the Code, unless and until such Accruing Series A Preferred Dividends or Series B PIK Accretion are actually declared and paid by the Company in cash. The Company shall prepare and file all tax information reports and other returns in a manner consistent with this Section 8.1(b). (c) [Reserved]. (d) Each Investor agrees to deliver Shares in provide the future, subject Company from time to time with any information available to such Investor that is reasonably requested by the terms hereofCompany and reasonably necessary for the Company to determine whether the Company is a “tax-exempt” controlled entity within the meaning of Section 168(h)(6)(F)(iii) of the Code. Notwithstanding the foregoing, it is not possible to make a so-called “83(b) election” with respect to this Award. The Participant expressly acknowledges understood and agrees agreed that the Participant’s rights hereunder, including the right to be issued Shares upon the vesting and settlement of this Award (or any portion thereof), are subject to the Participant’s promptly paying, or in respect of any later requirement of withholding, being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means as may be acceptable to the Committee in its discretion) all taxes required to be withheld, if any, in respect of this Award. The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing no Investor will be required by the previous sentence to provide any information that is not in its possession at the time such Investor receives the request from the Company to withhold a number of Shares or and (ii) transferring to the Company shares of Common Stock owned by the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of no Investor has a duty under this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award the Participant shall be deemed to have committedSection 8.1(d) to pay in cash all tax withholdings required at any later time in respect make inquiries of the transfer of such shares, its direct or has made other arrangements satisfactory to the Committee with respect to the payment of such taxes. The Participant also authorizes the Company and its Affiliates to withhold such amounts from any amounts otherwise payable to the Participant, but nothing in this sentence shall be construed as relieving the Participant of any liability for satisfying his or her obligations under the preceding provisions of this Section 5indirect owners.

Certain Tax Matters. The Participant expressly acknowledges that because (a) All transfer, sales and similar Taxes ("Transfer Taxes") incurred in connection with this Award consists Agreement and the Additional Agreements, and the transactions contemplated hereby and thereby (including (i) sales Tax on the sale or purchase of an unfunded the Purchased Assets imposed by Pennsylvania and unsecured promise (ii) transfer Tax on conveyances of interests in real property imposed by the Company to deliver Shares in the futurePennsylvania) shall be borne by Buyer (and, subject to the terms hereofextent paid by Seller, it is Buyer shall reimburse Seller upon request); provided, however, that if, pursuant to Section 6.6(e), the transactions contemplated by this Agreement are effectuated as a Like-Kind Exchange, then Seller shall bear such Transfer Taxes to the extent that they exceed the amount of Transfer Taxes that would have otherwise been incurred had the transactions not possible been effectuated as a Like-Kind Exchange (and all such amounts shall be computed on an after-Tax basis). Buyer, at its expense, shall prepare and file, to make a so-called “83(b) election” the extent required by, or permissible under, applicable Law, all necessary Tax Returns and other documentation with respect to this Award. The Participant expressly acknowledges all such Transfer Taxes, and, if required by applicable Law, Seller shall join in the execution of all such Tax Returns and agrees other documentation; provided, however, that the Participant’s rights hereunder, including the right to be issued Shares upon the vesting and settlement of this Award (or any portion thereof), are subject prior to the Participant’s promptly paying, or in respect of any later requirement of withholding, being liable promptly to pay at such time as such withholdings are dueClosing Date, to the Company extent applicable, Buyer shall provide to Seller appropriate certificates of Tax exemption from each applicable Governmental Authority. (b) With respect to Taxes to be prorated in cash (or by such other means as may be acceptable to the Committee in its discretion) accordance with Section 3.5, Buyer shall prepare and timely file all taxes Tax Returns required to be withheldfiled after the Closing Date with respect to the Purchased Assets, if any, and shall duly and timely pay all such Taxes shown to be due on such Tax Returns. Buyer's preparation of such Tax Returns shall be subject to Seller's approval, which approval shall not be unreasonably withheld or delayed. Buyer shall make each such Tax Return available for Seller's review and approval (which approval shall not be unreasonably withheld or delayed) no later than fifteen (15) Business Days prior to the due date for filing such Tax Return, it being understood that Seller's failure to approve any such Tax Return shall not limit Buyer's obligation to timely file such Tax Return and duly and timely pay all Taxes shown to be due thereon. (c) Buyer and Seller shall provide the other with such assistance as may reasonably be requested by the other Party in respect connection with the preparation of any Tax Return, audit or other examination, or any proceeding, by or before any Governmental Authority relating to Liability for Taxes, and each Party shall retain and provide the requesting Party with all books and records or other information which may be relevant to such Tax Return, audit, examination or proceeding. All books, records and information obtained pursuant to this Section 6.5(c) or pursuant to any other Section that provides for the sharing of books, records and information or review of any Tax Return or other instrument relating to Taxes shall be kept confidential by the parties hereto in accordance with the terms and conditions set forth in the Confidentiality Agreement. (d) In the event that a dispute arises between Seller and Buyer regarding Taxes or any amount due under this Section 6.5, the affected Parties shall attempt in good faith to resolve such dispute and any agreed-upon amount shall be promptly paid to the appropriate Party. If any such dispute is not resolved within thirty (30) days after notice thereof is given to any Party, the affected Parties shall submit the dispute to an Independent Accounting Firm for resolution, which resolution shall be final, binding and conclusive on such Parties. Notwithstanding anything in this Agreement to the contrary, the fees and expenses of the Independent Accounting Firm in resolving the dispute shall be borne equally by Seller and Buyer. Any payment required to be made as a result of the resolution by the Independent Accounting Firm of any such dispute shall be made within five (5) Business Days after such resolution, together with any interest determined by the Independent Accounting Firm to be appropriate. (e) As reasonably requested by Seller, Buyer shall cooperate with Seller in effectuating the transactions contemplated by this Agreement in such a manner as to qualify for deferred like-kind exchange treatment under Section 1031 of the Code ("Like-Kind Exchange") (including the transfer of cash and other property and the assignment of this AwardAgreement to one or more qualified intermediaries and the execution of appropriate documentation). The Participant shallIn such event, at his or her electionSeller shall be responsible, be permitted and shall indemnify Buyer, for any Transfer Taxes incurred by Buyer as a result of effectuating such Like-Kind Exchange to satisfy the statutory minimum extent that the amount of such tax obligations Transfer Taxes exceeds the amount of Transfer Taxes that the Buyer would have otherwise incurred had the transactions not been effectuated as a Like-Kind Exchange (and all such amounts shall be computed on an after-Tax basis). At Buyer's request, Seller shall promptly provide Buyer copies of all documents prepared by (i) authorizing the Company to withhold a number of Shares or (ii) transferring Seller, including proposed agreements, relating to the Company shares of Common Stock owned by Like-Kind Exchange and shall give Buyer a reasonable opportunity to promptly comment on such documents and agreements. (f) To the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered extent that any Party receives a Tax refund or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements credit with respect to tax withholdings then due and has committed (and a Tax that was paid or incurred by holding this Award the Participant other Party, such receiving Party shall be deemed to have committed) to promptly pay in cash all tax withholdings required at any later time in respect of the transfer amount of such shares, Tax refund or has made other arrangements satisfactory credit to the Committee with respect to the payment of such taxes. The Participant also authorizes the Company and its Affiliates to withhold such amounts from any amounts otherwise payable to the Participant, but nothing in this sentence shall be construed as relieving the Participant of any liability for satisfying his or her obligations under the preceding provisions of this Section 5other Party.

Certain Tax Matters. The Participant expressly acknowledges that because this Award consists (a) Any and all payments by or on account of an unfunded and unsecured promise by any obligation of the Company to deliver Shares in the future, Borrower hereunder may be subject to deduction or withholding to the terms hereofextent required by applicable Law, it is not possible and to make a so-called “83(b) election” the extent any amounts are deducted or withheld from any amounts payable to or with respect to a Noteholder under this Award. The Participant expressly acknowledges Note and agrees that paid to the Participant’s rights hereunderappropriate Governmental Authority, including such deducted or withheld amounts shall be treated as if paid to such Noteholder for all purposes hereof; provided, however, that, if the right to be issued Shares upon the vesting and settlement of this Award (Borrower or any portion thereof)of its Affiliates or the Agent determines that any such deduction or withholding is required, are subject except in the case of any deduction or withholding required as a result of a Noteholder’s or a permitted transferee’s failure to deliver an Internal Revenue Service Form W-9 or applicable Internal Revenue Service Form W-8 in accordance with this Section 13.10(a) establishing an exemption from withholding, then the Borrower or the Agent, as applicable, shall use commercially reasonable efforts to (x) notify the Noteholder that such deduction or withholding is intended at least five (5) Business Days prior to the Participant’s promptly payingapplicable payment date and (y) cooperate with the Noteholder to obtain any available exemption from, or reduction in respect the amount of, such deduction or withholding. Each of the Noteholders (and any later requirement of withholding, being liable promptly to pay at such time as such withholdings are due, permitted transferee thereof) will provide to the Company in cash (or by such other means as may be acceptable to the Committee in its discretion) all taxes required to be withheld, if any, in respect of this Award. The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by Borrower (i) authorizing a properly completed and duly executed Internal Revenue Service Form W-9 certifying that the Company Noteholder or such permitted transferee, as applicable, is not subject to withhold a number of Shares backup withholding, or (ii) transferring an applicable properly completed and duly executed Internal Revenue Service Form W-8, on or before the first date on which any amount is paid to the Company shares of Common Stock owned by the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Committee with respect to the payment Noteholder or such permitted transferee, as applicable, under this Note, and the Noteholder or its permitted transferee, as applicable, will provide a revised version of such taxesform when materially obsolete or inaccurate. (b) Each of the Parties acknowledges and agrees that, for U.S. federal income tax purposes (and applicable state and local tax purposes): (i) this Note is intended to be treated as indebtedness and (ii) all adjustments to the Principal pursuant to Section 3.3 are, except to the extent properly treated as interest or original issue discount, intended to be treated as an adjustment to the Closing Adjusted Merger Consideration payable pursuant to the Merger Agreement. The Participant also authorizes Parties shall (and shall cause their respective Affiliates to) file their applicable Tax Returns consistent with, and take no position for Tax purposes (whether in Tax Proceedings, on Tax Returns or otherwise) inconsistent with, such treatment, unless a contrary position is required by a “determination” within the Company and its Affiliates to withhold such amounts from any amounts otherwise payable to meaning of Section 1313(a) of the Participant, but nothing in this sentence shall be construed as relieving the Participant of any liability for satisfying his or her obligations under the preceding provisions of this Section 5Code.

Certain Tax Matters. (a) The Participant expressly acknowledges that because this Award consists of an unfunded and unsecured promise by has been advised to confer promptly with a professional tax advisor to consider whether the Company to deliver Shares in the future, subject to the terms hereof, it is not possible to Participant should make a so-called “83(b) election” with respect to the Shares. Any such election, to be effective, must be made in accordance with applicable regulations and within thirty (30) days following the date of this Award. The Company has made no recommendation to the Participant with respect to the advisability of making such an election. (b) The Award or vesting of the Shares acquired hereunder, and the payment of dividends, if any, with respect to such Shares, may give rise to “wages” subject to withholding. The undersigned expressly acknowledges and agrees that the Participant’s his or her rights hereunder, including the right to be issued Shares upon the vesting and settlement of this Award (or any portion thereof), hereunder are subject to the Participant’s his or her promptly paying, or in respect of any later requirement of withholding, being liable promptly to pay at such time as such withholdings are due, paying to the Company in cash (or by such other means as may be acceptable to the Committee Company in its discretion, including, if the Administrator so determines, by the delivery of previously acquired Stock or shares of Stock acquired hereunder or by the withholding of amounts from any payment hereunder) all taxes required to be withheldwithheld in connection with such award, if anyvesting or payment; provided that, except as provided for below, the Participant may elect to have shares from the Award held back by the Company having a fair market value equal to the applicable statutory minimum tax withholdings requirements in respect of this Awardaccordance with the Plan. The Participant shall, at his or her election, be permitted shall not have the right to elect to have shares so withheld to satisfy the statutory minimum amount of such tax obligations if the Participant’s Employment is terminated by (i) authorizing the Company to withhold a number of Shares for Cause or (ii) transferring to if the Company shares determines that, at the time of Common Stock owned by termination of Employment, there exist circumstances that would have entitled the Company and its subsidiaries to terminate the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Committee with respect to the payment of such taxes’s Employment for Cause. The Participant also authorizes the Company and its Affiliates subsidiaries to withhold such amounts due hereunder from any amounts payments otherwise payable owed to the Participant, but nothing in this sentence shall be construed as relieving the Participant of any liability for satisfying his or her obligations obligation under the preceding provisions of this Section 54(b).

Certain Tax Matters. (a) The Participant expressly acknowledges that because this Award consists of an unfunded and unsecured promise by the Company to deliver Shares in the future, subject to the terms hereof, it is not possible to make a so-called “83(b) election” with respect to this Award. The Participant Grantee expressly acknowledges and agrees that the ParticipantGrantee’s rights hereunder, including the right to be issued Shares shares of Stock upon the vesting and settlement of this Award the Restricted Stock Units (or any portion thereof), are subject to the ParticipantGrantee’s promptly paying, or in respect of any later requirement of withholding, withholding being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means as may be acceptable to the Committee Administrator in its discretion) all taxes required to be withheld, if any, in respect of this Awardany (the “Tax Withholding Obligation”). The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing the Company to withhold a number of Shares or (ii) transferring to the Company No shares of Common Stock owned by the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction pursuant to the vesting of this Award the Restricted Stock Units (or any portion thereof) unless and until the Participant Grantee or the person then holding this the Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local withholding tax requirements with respect to tax withholdings then due and has committed (and by holding accepting this Award the Participant Grantee shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Committee Company with respect to the payment of such taxes. The Participant Grantee also authorizes the Company and its Affiliates subsidiaries to withhold such amounts amount from any amounts otherwise payable owed to the ParticipantGrantee, but nothing in this sentence shall be construed as relieving the Participant Grantee of any liability for satisfying his or her obligations under the preceding provisions of this Section 5Section. (b) The Grantee expressly acknowledges that the Grantee’s acceptance of this Agreement constitutes the Grantee’s instruction and authorization to the Company and any brokerage firm determined acceptable to the Company for such purpose to sell on the Grantee’s behalf a whole number of shares from those shares of Stock issuable to the Grantee as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the applicable Tax Withholding Obligation, and to transfer the proceeds from the sale of such Stock from the Grantee’s securities account established with the brokerage service provider for the settlement of the Grantee’s vested Restricted Stock Units to any account held in the name of the Company. Such shares will be sold on the date of vesting or as soon thereafter as practicable. Grantee will be responsible for all brokers’ fees and other costs of sale, which fees and costs may be deducted from the proceeds of the foregoing sale of Stock, and Gxxxxxx agrees to indemnify and hold the Company and any brokerage firm selling such Stock harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed Gxxxxxx’s Tax Withholding Obligation, such excess cash will be deposited into the securities account established with the brokerage service provider for the settlement of Grantee’s vested Restricted Stock Units. Grantee acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy Gxxxxxx’s Tax Withholding Obligation. Accordingly, Gxxxxxx agrees to pay to the Company as soon as practicable, including through additional payroll withholding, any amount of the Tax Withholding Obligation that is not satisfied by the sale of shares described above. Unless otherwise authorized by the Administrator in its sole discretion, the sale of Stock will be the primary method used by the Company to satisfy the applicable Tax Withholding Obligation. (c) The Grantee expressly acknowledges that because this Award consists of an unfunded and unsecured promise by the Company to deliver Stock in the future, subject to the terms hereof, it is not possible to make a so-called “83(b) election” with respect to the Award.

Certain Tax Matters. (a) On or before the First Closing, the Initial Investor shall deliver to the Company a properly executed Internal Revenue Service Form W-8IMY, together with all required supporting documentation, certifying that each of the beneficial owners of the Initial Investor as of the First Closing is a “withholding foreign partnership” within the meaning of Treas. Reg. Section 1.1441 5(c)(2). If the Initial Investor transfers any of the Preferred Shares (or conversion Shares) to a Person who is an Investor, such Investor shall deliver to the Company a properly executed Internal Revenue Service Form W-8 or W-9, as applicable. Each Investor shall notify the Company of any change in circumstances with respect to such Investor or its beneficial owners (including if the Investor has new or different beneficial owners) of which it is aware (i) which would modify or render invalid any claimed exemption from or reduction of withholding, (ii) which would require the Investor to provide additional certification regarding an exemption from or reduction of withholding, or (iii) if any form or certification such Person previously delivered expires or becomes obsolete or inaccurate in any respect. The Participant expressly acknowledges that because this Award consists Investor shall provide the Company with updated executed originals of an unfunded such forms, as and unsecured promise when required by Law, or any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Company to deliver determine any withholding or deduction required to be made. (b) Unless otherwise required pursuant to a determination within the meaning of Section 1313(a) of the Code, the Parties shall (i) treat the Preferred Shares as stock which participates in corporate growth to a significant extent within the futuremeaning of Treas. Reg. Section 1.305-5(a), subject and not as preferred stock for purposes of Code Section 305 and the regulations thereunder, (ii) treat any conversion of a Preferred Share into Common Stock pursuant to the terms hereofthereof as a “recapitalization” pursuant to Section 368(a) of the Code in which no gain or loss is recognized and no dividend income is includable, it is (iii) not possible treat the accumulation of dividends on the Preferred Shares as taxable pursuant to make Section 305 of the Code, (iv) treat any payment made in redemption of the Preferred Shares under Section 6(c) of the Series B Statement as a so-called “83(bpayment in exchange for the Preferred Shares and not as a dividend for U.S. federal income tax purposes and (v) election” file all Tax Returns on a basis consistent with respect to this Awardthe foregoing. The Participant expressly acknowledges and agrees that In the Participant’s rights hereunder, including the right to be issued Shares upon the vesting and settlement of this Award (or any portion thereof), are subject to the Participant’s promptly paying, or in respect event of any later requirement Tax audit or other proceeding regarding any of withholdingthe foregoing, being liable promptly to pay at such time as such withholdings are due, to the Company shall (x) promptly notify the Initial Investor and keep the Initial Investor apprised of all stages and developments concerning such audit or other proceeding and (y) contest in cash (good faith, taking into account the interests of the Investors, any such audit or by such other means as may be acceptable to the Committee proceeding in its discretion) all taxes required to be withheld, if any, in respect of this Award. The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by a manner consistent with clauses (i) authorizing the Company to withhold a number of Shares or through (iiiv) transferring to the Company shares of Common Stock owned by the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Committee with respect to the payment of such taxes. The Participant also authorizes the Company and its Affiliates to withhold such amounts from any amounts otherwise payable to the Participant, but nothing in this first sentence shall be construed as relieving the Participant of any liability for satisfying his or her obligations under the preceding provisions of this Section 58.4(b), provided, however, the Company shall not be prevented from settling any proposed deficiency or adjustment by any taxing authority related to the positions described in clauses (i) through (vi) of the first sentence of this Section 8.4(b), and the Company shall not be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging any such position, except at the Initial Investor’s request and at the expense of the Investors.

Certain Tax Matters. The Participant expressly acknowledges that because this Award consists Within 60 days following to the Closing, the Buyer shall allocate the Purchase Price in accordance with Section 1060 of an unfunded and unsecured promise by the Code (the “Allocation”) among the assets of the Company to deliver Shares in the future, subject to the terms hereof, it and any of its Subsidiaries that is not possible to make characterized as a so-called disregarded entity for U.S. federal income Tax purposes (“83(b) election” with respect to this Award. The Participant expressly acknowledges and agrees that the Participant’s rights hereunder, including the right to be issued Shares upon the vesting and settlement of this Award (or any portion thereofDisregarded Subsidiaries”), are subject to and shall deliver the Participant’s promptly paying, or in respect Allocation (along with a copy of any later requirement of withholding, being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means as may be acceptable to the Committee in its discretion) all taxes required to be withheldappraisals, if any, in respect of this Awardon which the Allocation is based) to the Seller. The Participant shallBuyer and the Seller agree to consult in good faith with regard to the Allocation, at his or her electionprovided that the Seller shall accept the Buyer’s final determination of the Allocation to the extent that the Proposed Allocation is reasonable and consistent with applicable law. The parties acknowledge that the fair market value of the inventory and tangible property, be permitted plant and equipment of the Company and its Disregarded Subsidiaries is approximately equal to satisfy the statutory minimum net book value of such items. Accordingly, Buyer will not allocate an amount of such tax obligations by (i) authorizing the Purchase Price in excess of 110% of the net book value of inventory and tangible property, plant and equipment of the Company and its Disregarded Subsidiaries without the prior written consent of the Seller, which consent shall not be unreasonably withheld (provided, however that the parties acknowledge and agree that the Seller’s failure to withhold consent shall not be deemed unreasonable if such failure is supported by a number third-party appraisal of Shares or (ii) transferring the inventory and/or the tangible property, plant and equipment of the Company and its Disregarded Subsidiaries). For purposes of the Allocation, the Purchase Price shall mean an amount equal to the Purchase Price plus any liabilities of the Company shares of Common Stock owned or the Disregarded Subsidiaries that are treated as assumed liabilities for U.S. federal income Tax purposes. The Seller and the Buyer agree to prepare and file an IRS Form 8594 for or such other form or statement as may be required by the Participantapplicable law, rule or regulation, and any comparable state or local income tax form, in each case, having an aggregate Fair Market Value (measured on a manner consistent with the date such Shares would otherwise be delivered or are transferred Allocation. The Seller and the Buyer shall adhere to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy Allocation for all Tax-related purposes including any federal, foreign, state, county or local requirements with respect to tax withholdings then due income and has committed (and franchise Tax Return filed by holding this Award them after the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect Closing Date, including the determination by the Seller of taxable gain or loss on the sale of the transfer Company and its Subsidiaries and the determination by the Buyer of such shares, or has made other arrangements satisfactory to the Committee its tax basis with respect to the payment of such taxes. The Participant also authorizes the Company and its Affiliates Subsidiaries. Neither Buyer nor the Seller shall file any Tax Returns or, in a judicial or administrative proceeding, assert or maintain any Tax reporting position that is inconsistent with this Agreement or the Allocation agreed to withhold such amounts from any amounts otherwise payable in accordance with this Agreement, unless required to the Participant, but nothing in this sentence shall be construed as relieving the Participant of any liability for satisfying his or her obligations under the preceding provisions of this Section 5do so by applicable law.

Certain Tax Matters. (a) The Participant expressly acknowledges Company shall use its reasonable best efforts to operate in a manner that because this Award consists prevents the Company from constituting a PFIC for any taxable year ending on or after the Closing Date. (b) On or prior to the expiry of 60 days after the end of each taxable year of the Company, the Company shall provide the Investor with a statement that sets forth a good faith analysis of whether the Company was a CFC or a PFIC for such taxable year. (c) If the Company determines that the Company constitutes a PFIC for any taxable year, the Company shall (i) notify the Investor, and (ii) to the extent that the Company constitutes a PFIC in a period prior to the conversion of the Purchased Securities into Common Shares, provide the Investor with a statement (a “PFIC Annual Information Statement”), certificate or any other information necessary in order for the Investor to timely and properly (A) make an unfunded election under section 1295 of the Code (a “QEF Election”) with respect to the Company for such taxable year and unsecured promise (B) comply with the reporting requirements applicable with respect to such QEF Election. The PFIC Annual Information Statement shall contain the following information and representations: (I) the first and last days of the taxable year of the Company to which the PFIC Annual Information Statement applies (the “PFIC Statement Year”), (II) the Investor’s pro rata shares of “ordinary earnings” and “net capital gain”, within the meaning of section 1293 of the Code and the Treasury Regulations issued thereunder, of the Company for such PFIC Statement Year, (III) the amount of cash and the fair market value of other property distributed or deemed distributed to the Investor during such PFIC Statement Year, and (IV) a statement that the Company will permit the Investor and its representatives to inspect and to copy the Company’s permanent books of account, records and such other documents as may be maintained by it for the purpose of establishing that the Company’s ordinary earnings and net capital gain are computed in accordance with United States federal income tax principles and verifying these amounts and the Investor’s pro rata shares thereof. Each PFIC Annual Information Statement shall be signed by the Company to deliver Shares in the future, subject and shall be furnished to the terms hereofInvestor no later than 60 days following the end of the PFIC Statement Year. For the avoidance of doubt, it the Company is required to provide a PFIC Annual Information Statement only to the extent provided in this Section 3.10(c), and not possible to make a so-called “83(bunder any other Section (including Section 3.10(d)) election” with respect to this Award. The Participant expressly acknowledges and agrees that the Participant’s rights hereunder, including the right to be issued Shares upon the vesting and settlement of this Award Agreement. (or any portion thereof), are subject d) The Company shall promptly furnish to the Participant’s promptly paying, or in respect of Investor any later requirement of withholding, being liable promptly other information reasonably requested to pay at such time as such withholdings are due, enable the Investor to the Company in cash (or by such other means as may be acceptable to the Committee in its discretion) all taxes required to be withheld, if any, in respect of this Award. The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such comply with any applicable tax obligations by (i) authorizing the Company to withhold a number of Shares or (ii) transferring to the Company shares of Common Stock owned by the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local reporting requirements with respect to tax withholdings then due and has committed (and by holding this Award the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such sharesacquisition, ownership, or has made other arrangements satisfactory disposition of, and income attributable to, any Equity Securities held by the Investor, including, without, limitation, such information as may be reasonably requested by the Investor to the Committee complete United States federal, state or local income tax returns with respect to the payment Company’s status as a CFC or a PFIC. (e) The costs of such taxes. The Participant also authorizes complying with the Company and its Affiliates to withhold such amounts from any amounts otherwise payable to the Participant, but nothing in this sentence shall be construed as relieving the Participant of any liability for satisfying his or her obligations under the preceding provisions requirements of this Section 53.10 shall be borne by the Company.

Certain Tax Matters. The Participant expressly acknowledges (a) For the avoidance of doubt, the parties hereto acknowledge and agree that because each Buyer shall be permitted, in its sole discretion and to the extent permitted by law, to make elections under Section 338(g) of the Code with respect to any Company Subsidiary. In the event that a Buyer intends to make an election under Section 338(g) of the Code with respect to any of the Company Subsidiaries, Parent or that Buyer shall notify the Company of its intent to make such election(s) within a reasonable time thereafter. (b) Following the Closing, the Buyers shall cause the Company Subsidiaries to provide to the Company, for each taxable period that ends on or before or includes the Closing Date, such tax information and representations (including such information and representations as are required to be set forth in a PFIC Annual Information Statement pursuant to Treasury Regulation Section 1.1295-1(g)) as is necessary to enable the Company to provide the holders of its ordinary shares with such tax information with respect to the Company and the Company Subsidiaries as is consistent with the past practice of the Company and the Company Subsidiaries, including information and representations to allow such holders to make or maintain a “qualified electing fund” election under Section 1295 of the Code; provided, that the Buyers’ obligation under this Award consists Section 8.11(b) to provide tax information and representations with respect to the Company and the Company Subsidiaries is limited to such information that is reasonably available to the Buyers or the Company Subsidiaries. (i) Subject to Section 8.11(c)(ii), no later than sixty (60) Business Days after the Closing Date, Parent shall prepare and deliver to the Company a draft of an unfunded allocation of the Aggregate Consideration and unsecured promise Assumed Liabilities among the Purchased Assets and Luxco 1A Shares in a manner consistent with Section 1060 of the Code and the U.S. Treasury regulations promulgated thereunder (the “Allocation”) for the Company’s review and approval. Within thirty (30) days of the Company’s receipt of the draft Allocation, the Company shall notify Parent in writing of any objections to the draft Allocation, in which case Parent and the Company shall negotiate in good faith to resolve any disputed items. If Parent and the Company are not able to resolve any such disputed items, within thirty (30) days of such notice, an accounting firm of national standing mutually acceptable to Parent and the Company (the “Tax Referee”) shall determine the appropriate allocation and revise the Allocation accordingly. If the Company does not respond within thirty (30) days of its initial receipt of the draft Allocation, or upon resolution of the disputed items, the Allocation, as amended for any such resolution, shall be final and binding on the parties hereto. Parent, the Company and their respective Affiliates shall report consistently with the final Allocation in all income Tax Returns, including IRS Form 8594, and Parent and the Company shall timely file such Tax Returns, and none of Parent, the Company, or their respective Affiliates shall take any position in any income Tax Return that is inconsistent with any such final Allocation unless required to do so by final determination as defined in Section 1313 of the Code. Each of Parent, the Company and their respective Affiliates shall promptly advise the others regarding the existence of any Tax audit, controversy or litigation related to the agreed Allocation. (ii) Without limiting Section 8.11(c)(i), (i) the NRZ Shares, and the Assumed Liabilities (other than the Company Promissory Note), shall, to the extent permitted by applicable Tax law, be allocated to the Luxco 1A Shares (in addition to any additional cash allocated to the Luxco 1A Shares under Section 8.11(c)(i)), and (ii) the parties shall use commercially reasonable efforts and shall reasonably cooperate to determine a final Allocation as soon as reasonably practicable following Closing. (d) Parent and the Company shall furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information (including access to books and records) and assistance relating to the Company and the Company Subsidiaries as is reasonably necessary for the making of an election under Section 338(g) of the Code, the filing of any Tax Return, the preparation for any Tax audit and the prosecution or defense of any claim, suit or proceeding relating to any proposed adjustment in respect of Taxes. Parent and the Company, and their Affiliates, shall retain or cause to be retained all books and records pertinent to the Company and its Subsidiaries until the expiration of the applicable period for assessment under applicable Law (giving effect to any and all extensions or waivers) and shall abide by or cause the abidance with all record retention agreements entered into with any taxing authority. (e) The Company shall promptly pay or cause to be paid to Parent (or, at Parent’s direction, any Buyer or Company Subsidiary) all refunds of Taxes and interest thereon received by the Company to deliver Shares in the future, subject from a taxing authority to the terms hereofextent such refunds constitute Purchased Assets or relate to any Taxes that constitute (or, it is not possible had they been owed, would have constituted) Assumed Taxes. (f) All transfer, documentary, sales, use, stamp, registration and other similar Taxes and similar charges incurred in connection with transactions contemplated by this Agreement shall be borne and paid by the Buyers. Parent and the Company shall cooperate to make a so-called “83(b) election” file or cause to be filed all necessary Tax Returns and other documentation with respect to this Award. The Participant expressly acknowledges all such Taxes and agrees charges. (g) If the Company becomes aware of any claim, demand, audit, suit, action, litigation or proceeding for or with respect to any Tax that is or could be an Assumed Tax (a “Tax Contest”), the Company shall reasonably promptly notify Parent of such Tax Contest and shall give Parent such information with respect thereto as Parent may reasonably request; provided, however, that the Participant’s rights hereunderfailure to so notify Parent shall not preclude any Seller Indemnified Party from any indemnification which it may claim in accordance with Article VI, except to the extent that the Indemnifying Party is actually prejudiced thereby. Parent may participate (or cause a Buyer to participate) in and, upon notice to the Company, assume the defense of any Tax Contest (or, to the extent Parent or such Buyer is not permitted by law to participate in or assume the defense of any Tax Contest, Parent or such Buyer shall have the right to direct the Company in the defense of such Tax Contest, which directions the Company shall follow). If Parent or a Buyer assumes such defense, Parent or such Buyer shall have the sole discretion as to the conduct of such defense (including the right to be issued Shares upon the vesting and settlement of this Award (or any portion thereof), are subject to the Participant’s promptly payingsettle, or in respect of any later requirement of withholding, being liable promptly to pay at such time as such withholdings are due, to direct the Company in cash (to settle, such Tax Contest on any terms Parent or by such other means as may be acceptable to the Committee Buyer determines in its discretion). Regardless of whether Parent or a Buyer assumes the defense of any Tax Contest, Parent or a Buyer shall bear the costs and expenses attributable to all Tax Contests. (h) all taxes Except as required by applicable Laws, without the prior written consent of Parent (such consent not to be withheldunreasonably conditioned, withheld or delayed), the Company shall not amend any Tax Return if any, in respect of this Award. The Participant shall, at his such Tax Return relates to any Taxes that are or her election, could be permitted to satisfy the statutory minimum amount of such tax obligations by Assumed Taxes. (i) authorizing the The Company shall prepare or cause to withhold a number of Shares or (ii) transferring to the Company shares of Common Stock owned by the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred prepared all Tax Returns with respect to the Company, as applicablewhich shall be prepared in a manner consistent with past practice. At least forty (40) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted days prior to the due date (taking to account applicable extensions) for any such Tax Return that relates to any Taxes that are or could be Assumed Taxes, the Company an amount shall provide such Tax Return to Parent for its review and comment, and the Company shall accept any comments to such Tax Return made by Parent in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed good faith within twenty-five (and by holding this Award 25) days following the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer Parent’s receipt of such shares, or has made other arrangements satisfactory to the Committee with respect to the payment of such taxes. Tax Return. (j) The Participant also authorizes the Company covenants and its Affiliates to withhold such amounts from any amounts otherwise payable to the Participant, but nothing in this sentence shall be construed as relieving the Participant of any liability for satisfying his or her obligations under the preceding provisions agreements of this Section 58.11 shall survive the Closing indefinitely.

Certain Tax Matters. (a) The Participant expressly acknowledges that because this Award consists of an unfunded and unsecured promise by the Company to deliver Shares in the future, subject to the terms hereof, it is not possible to make a so-called “83(b) election” with respect to this Award. The Participant Grantee expressly acknowledges and agrees that the ParticipantGrantee’s rights hereunder, including the right to be issued Shares shares of Stock upon the vesting and settlement of this Award the Restricted Stock Units (or any portion thereof), are subject to the ParticipantGrantee’s promptly paying, or in respect of any later requirement of withholding, withholding being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means as may be acceptable to the Committee Administrator in its discretion) all taxes required to be withheld, if anyany (including, in respect of this Awardwithout limitation, any social security, healthcare or mandatory retirement contributions and similar taxes or employee contributions). The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing the Company to withhold a number of Shares or (ii) transferring to the Company No shares of Common Stock owned by the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction pursuant to the vesting of this Award the Restricted Stock Units (or any portion thereof) unless and until the Participant Grantee or the person then holding this the Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, local, or local foreign withholding tax requirements with respect to tax withholdings then due and has committed (and by holding accepting this Award the Participant Grantee shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Committee Company with respect to the payment of such taxes. The Participant Grantee also authorizes the Company and its Affiliates subsidiaries to withhold such amounts amount from any amounts otherwise payable owed to the ParticipantGrantee, but nothing in this sentence shall be construed as relieving the Participant Grantee of any liability for satisfying his or her obligations under the preceding provisions of this Section 5Section. (b) The Grantee expressly acknowledges that because this Award consists of an unfunded and unsecured promise by the Company to deliver Stock in the future, subject to the terms hereof, it is not possible to make a so-called “83(b) election” with respect to the Award.

Certain Tax Matters. (a) The Participant expressly acknowledges that because Company shall not take any Tax position on any Tax return, in any Tax Proceeding, or otherwise in respect of the Notes, the other Securities or the Royalty without the prior written consent of the Majority Purchasers, which consent will not be unreasonably withheld, conditioned or delayed. (b) The Company shall provide to the Purchasers such cooperation, documentation and information relating to the Company, the other Securities, the Royalties and the Transactions as the Purchasers may reasonably request in connection with (i) filing any Tax return, amended Tax return or claim for refund, (ii) determining a liability for Taxes or a right to refund of Taxes, or (iii) conducting any Tax Proceeding. The Company shall make its employees reasonably available at the Company's cost to provide an explanation of any documents or information provided pursuant to this Award consists of an unfunded Section 9.15(b). (c) Except as required by applicable Law, all payments made by the Company hereunder, pursuant to the Securities or pursuant to the Royalty Agreement shall be made free and unsecured promise clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other Taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority (together with any interest, additions to Tax and penalties applicable thereto, "Indemnified Taxes"). If any Indemnified Taxes are required to be withheld from any amounts payable by the Company to deliver Shares the Purchasers hereunder, pursuant to the Securities or pursuant to the Royalty Agreement, the amounts so payable to the Purchasers shall be increased to the extent necessary to yield to the Purchasers (after payment of all Indemnified Taxes) interest or any such other amounts payable hereunder or pursuant to the Securities at the rates or in the future, subject to amounts specified in this Agreement or by the terms hereofof the Securities, it is not possible to make a so-called “83(b) election” with respect to this Awardas applicable. The Participant expressly acknowledges and agrees that the Participant’s rights hereunder, including the right to be issued Shares upon the vesting and settlement of this Award (or Whenever any portion thereof), Indemnified Taxes are subject to the Participant’s promptly paying, or in respect of any later requirement of withholding, being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or payable by such other means as may be acceptable to the Committee in its discretion) all taxes required to be withheld, if any, in respect of this Award. The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing the Company to withhold a number of Shares or (ii) transferring to the Company shares of Common Stock owned by the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy the Company shall timely pay such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless Indemnified Taxes and until the Participant or the person then holding this Award has remitted shall send to the Purchasers a certified copy of an original official receipt received by the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award showing payment thereof. If the Participant shall be deemed to have committed) Company fails to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory Indemnified Taxes when due to the Committee with respect appropriate Taxing Authority or fails to remit to the payment of such taxes. The Participant also authorizes Purchasers the required receipts or other required documentary evidence, the Company and its Affiliates to withhold such amounts from shall indemnify the Purchasers for any amounts otherwise incremental Taxes, interest or penalties that may become payable to by the Participant, but nothing in this sentence shall be construed Purchasers as relieving the Participant a result of any liability for satisfying his or her obligations under the preceding provisions of this Section 5such failure.

Certain Tax Matters. (a) The Participant expressly acknowledges Seller and the Buyer agree that because for all Tax purposes, (a) the Seller and the Buyer shall treat the transactions contemplated by this Award consists Agreement as a sale of an unfunded the Revenue Participation Right and unsecured promise (b) any amounts remitted by the Company to deliver Shares in the future, subject Seller to the terms hereofBuyer after the Closing Date pursuant to this Agreement shall be treated as received by the Seller as agent for the Buyer. The Parties agree not to take any position that is inconsistent with the provisions of this Section 5.10(a) on any tax return or in any audit or other tax-related administrative or judicial proceeding unless required by law or the good faith resolution of a tax audit. If there is an inquiry by any Governmental Entity of the Buyer or the Seller related to the treatment described in this Section 5.10(a), the Parties shall cooperate with each other in responding to such inquiry in a reasonable manner which is consistent with this Section 5.10(a). (b) Notwithstanding anything to the contrary in this Agreement, other than as set forth in Section 2.2, each of the Buyer and the Seller shall be entitled to withhold and deduct (or cause to be withheld and deducted) from any amount payable under this Agreement to the other Party any Tax that the Buyer or the Seller, as applicable, determines that it is not possible required to make a so-called “83(b) election” with respect withhold and deduct under applicable law; provided that each of the Buyer and the Seller shall give the other Party prior notice and the opportunity, in good faith, to this Awardcontest and prevent such withholding and deduction. The Participant expressly acknowledges and agrees that the Participant’s rights hereunder, including the right Parties shall use commercially reasonable efforts to give or cause to be issued Shares upon the vesting and settlement of this Award (or any portion thereof), are subject given to the Participant’s promptly payingother Party such assistance and such information concerning the reasons for withholding or deduction (including, in reasonable detail, the method of calculation for the deduction or in respect of any later requirement of withholding, being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means withholding thereof) as may be acceptable reasonably necessary to enable the Committee in its discretionBuyer or the Seller, as applicable, to claim exemption therefrom, or credit therefor, or relief (whether at source or by reclaim) all taxes required to be withheldtherefrom, if any, in respect of this Award. The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing the Company to withhold a number of Shares or (ii) transferring to the Company shares of Common Stock owned by the Participantand, in each case, having an aggregate Fair Market Value (measured on shall furnish the date such Shares would otherwise be delivered Buyer or are transferred to the CompanySeller, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction , with proper evidence of this Award (or any portion thereof) unless the Taxes withheld and until the Participant or the person then holding this Award has deducted and remitted to the Company an amount in cash sufficient relevant taxing authority. (c) If any deduction or withholding for or on account of any Indemnified Tax is required by applicable law to satisfy be made, and is made, from any federalpayment to Buyer under this Agreement, statethen the Seller shall, within [**] Business Days after such deduction or local requirements withholding is made, make a payment to the Buyer so that, after all such required deductions and withholdings are made by any applicable withholding agent (including any deductions and withholdings required with respect to tax withholdings then due and has committed (and by holding any additional payments under this Award Section 5.10(c)), the Participant Buyer receives an amount equal to the amount that it would have received had no withholding of such Indemnified Taxes been made, except that the Seller shall be deemed have no obligation to have committedpay the Buyer any additional amounts for or on account of any Indemnified Tax under this Section 5.10(c) to the extent such Indemnified Tax resulted from the Buyer’s breach of its obligations under Section 5.10(b). (d) The Seller shall notify the Buyer in writing not more than [**] days after becoming aware that any Indemnified Tax may be required with respect to any payment to Buyer under this Agreement. (e) If Buyer is entitled to additional amounts pursuant to Section 5.10(c), then Buyer shall use commercially reasonable efforts to assign its rights and obligations hereunder to an Affiliate, if, in the reasonable judgment of Buyer, such assignment (i) would eliminate or reduce any additional amounts payable pursuant to Section 5.10(c) in the future and (ii) would not subject Buyer to any unreimbursed cost or expense and would not otherwise be disadvantageous to Buyer. The Seller hereby agrees to pay all reasonable out-of-pocket costs and expenses incurred by Buyer in cash all tax withholdings required at connection with any later time such assignment. (f) If and to the extent that the Seller pays any additional amount pursuant to Section 5.10(c) and the Buyer (acting in accordance with its obligations under Section 5.10(b)) has received and retained the benefit of a refund of the Tax to which the additional amount related, then the Buyer shall reimburse to the Seller an amount that is equal to such refund of Tax, net of any Tax imposed in respect of the transfer receipt of such shares, or has made other arrangements satisfactory refund and any out-of-pocket costs to the Committee with respect to the payment of obtain such taxes. The Participant also authorizes the Company and its Affiliates to withhold such amounts from any amounts otherwise payable to the Participant, but nothing in this sentence shall be construed as relieving the Participant of any liability for satisfying his or her obligations under the preceding provisions of this Section 5refund.

Certain Tax Matters. The Participant expressly acknowledges If the Selected Dealers, among themselves or with the Underwriters, are deemed to constitute a partnership for Federal income tax purposes, then we elect to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986, as amended, and agree not to take any position inconsistent with that because election. You are hereby authorized, in your discretion, to execute and file on our behalf such evidence of this Award consists of an unfunded and unsecured promise election as may be required by the Company Internal Revenue Service. In connection with the Offering, we shall be liable for your proportionate amount of any tax, claim, demand or liability that may be asserted against us alone or against one or more Selected Dealers participating in such Offering, or against you or the Underwriters, based upon the claim that the Selected Dealers, or any of them, constitute an association, an unincorporated business or other entity, including, in each case, our proportionate amount of any expense incurred in defending against any such tax, claim demand or liability. By signing this Agreement we confirm that our subscription to, or our acceptance of any reservation of, any Securities pursuant to deliver an Offering shall constitute (i) acceptance of and agreement to the terms and conditions of this Agreement (as supplemented or amended pursuant to Section 4), together with and subject to any supplementary terms and conditions contained in any Written Communication from you in connection with such Offering, all of which shall constitute a binding agreement between us and you, individually or as representative of any Underwriters, (ii) confirmation that our representations and warranties set forth in Section 3 hereof are true and correct at that time, (iii) confirmation that our agreements set forth in Sections 2 and 3 hereof have been and will be fully performed by us to the extent and at the times required thereby and (iv) acknowledgment that we have requested and received from you sufficient copies of the final prospectus with respect to such Offering in order to comply with our undertakings in Section 3(a) hereof. Very truly yours, (Name of Firm) By: Print Name: Title: Confirmed as of the date first above written: SANDLER X’XXXXX & PARTNERS, L.P. BY: SANDLER X’XXXXX & PARTNERS CORP., THE SOLE GENERAL PARTNER Name: Title: Shares in , 2014 SANDLER X’XXXXX & PARTNERS, L.P. AS REPRESENTATIVE OF THE SEVERAL UNDERWRITERS X/X XXXXXXX X’ XXXXX & PARTNERS, L.P. 1251 Avenue of the futureXxxxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: Xxxxxxx Bancorp Inc., a Maryland corporation (the “Company”), proposes, subject to the terms hereofand conditions stated herein, it to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Sandler X’Xxxxx & Partners, L.P. (“Sandler X’Xxxxx”) is not possible to make a so-called acting as representative (in such capacity, the “83(bRepresentative”), an aggregate of shares (the “Shares”) election” with respect to this Awardof the common stock, par value $0.01 per share (“Common Stock”), of the Company. The Participant expressly acknowledges and agrees that shares of Common Stock to be sold by the Participant’s rights hereunderCompany in the Offerings (as hereinafter defined), including the right Shares being sold pursuant to this Agreement, are hereinafter referred to collectively as the “Securities.” The Securities are being sold in accordance with the Plan of Conversion and Reorganization (the “Plan”) adopted by the Boards of Directors of Xxxxxxx Savings Bancorp, Inc., a federal “mid-tier” holding company (the “Mid-Tier Company”), Xxxxxxx MHC, a federal mutual holding company (the “MHC”), and Xxxxxxx Savings Bank, a federally chartered stock savings bank (the “Bank”), pursuant to which the MHC intends to convert from the mutual to stock holding company form of organization pursuant to the following steps: (i) the establishment of the Company as a Maryland-chartered subsidiary of the Mid-Tier Company; (ii) the merger of the MHC with and into the Mid-Tier Company with the Mid-Tier Company as the surviving entity (the “MHC Merger”); (iii) the merger of the Mid-Tier Company with and into the Company with the Company as the surviving entity (the “Mid-Tier Company Merger”); and (iv) the sale and exchange of Common Stock pursuant to the Plan and the regulations of the Board of Governors of the Federal Reserve System (the “FRB”) . As a result of the Mid-Tier Company Merger, the Bank will become a wholly owned subsidiary of the Company. The outstanding shares of common stock of the Mid-Tier Company held by persons other than the MHC will be converted into Common Stock pursuant to an exchange ratio as defined in the Plan, which will result in the holders of such shares receiving and owning in the aggregate approximately the same percentage of the Common Stock to be issued Shares outstanding upon the vesting completion of the conversion as the percentage of Mid-Tier Company common stock owned by them in the aggregate immediately prior to consummation of the conversion before giving effect to (a) cash paid in lieu of any fractional interests of Common Stock and settlement (b) any Securities purchased in the Offerings. Pursuant to the Plan, the Company offered to certain depositors and borrowers of this Award the Bank and to the Bank’s tax qualified employee benefit plans, including the Bank’s employee stock ownership plan (or any portion thereofthe “ESOP”), rights to subscribe for the Securities in a subscription offering (the “Subscription Offering”). In addition, the Securities were offered to certain members of the general public in a community offering (the “Community Offering”). The Community Offering, together with the Subscription Offering, are subject herein referred to as the Participant“Subscription and Community Offering.” The Subscription and Community Offering, and the underwritten public offering (“Public Offering”) to which this Agreement relates, are hereinafter referred to collectively as the “Offerings.” The conversion and reorganization of the MHC from mutual to stock holding company form, the formation of the Company, the MHC Merger, the Mid-Tier Company Merger, the exchange of the Mid-Tier Company’s promptly payingpublic shareholders’ shares for shares of Common Stock (the “Exchange Shares”), or in respect the acquisition of any later requirement the capital stock of withholding, being liable promptly to pay at such time as such withholdings are due, to the Bank by the Company in cash and the Offerings are hereinafter referred to collectively as the “Conversion.” The Company has filed with the Securities and Exchange Commission (or by the “Commission”) a registration statement on Form S-1 (No. 333-192598), including a related prospectus, for the registration of the sale of the Securities under the Securities Act of 1933, as amended (the “Securities Act”), has filed such other means as may be acceptable to the Committee in its discretion) all taxes required to be withheldamendments thereto, if any, and such amended prospectuses as may have been required to the date hereof by the Commission in respect order to declare such registration statement effective, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amended to date, if applicable, and as from time to time amended or supplemented hereafter, including post-effective amendments thereto containing the preliminary prospectus and the final prospectus for the Public Offering, if any) and the prospectuses constituting a part thereof (including in each case all documents incorporated or deemed to be incorporated by reference therein and the information, if any, deemed to be a part thereof pursuant to the rules and regulations of the Commission promulgated under the Securities Act, as from time to time amended or supplemented pursuant to the Securities Act or otherwise (the “Securities Act Regulations”)) as well as the preliminary prospectus, if any, as defined in Rule 430A of the Securities Act Regulations (the “Preliminary Prospectus”) and the final prospectus for the Public Offering, if any, contained in a post-effective amendment to the Registration Statement or a new registration statement), are hereinafter referred to as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus shall be used by the Company in connection with the Subscription and Community Offering, the Syndicated Offering or the Public Offering, if any, which differs from the Prospectus on file at the Commission at the time the Registration Statement becomes effective (whether or not such revised prospectus is required to be filed by the Company pursuant to Rule 424(b) of the Securities Act Regulations), the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Representative for such use and prior to the termination of the Public Offering of the Shares by the Underwriters. Concurrently with the execution of this Award. The Participant shallAgreement, at his or her election, be permitted the Company is delivering to satisfy the statutory minimum amount Representative copies of such tax obligations by (i) authorizing the Prospectus of the Company to withhold a number of Shares or (ii) transferring to be used in the Company shares of Common Stock owned by the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligationsPublic Offering. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Committee Such prospectus contains information with respect to the payment of such taxes. The Participant also authorizes Bank, the Company Mid-Tier Company, the Company, the MHC and its Affiliates to withhold such amounts from any amounts otherwise payable to the Participant, but nothing in this sentence shall be construed as relieving the Participant of any liability for satisfying his or her obligations under the preceding provisions of this Section 5Common Stock.

Certain Tax Matters. The Participant expressly acknowledges that because this Award consists (a) Following the Closing and any Foreign Closing, from time to time as the actual amount of an unfunded and unsecured promise by each of the Company to deliver Shares in Property Taxes becomes known, the future, subject applicable Subsidiary shall forthwith pay to the terms hereofapplicable New Subsidiary the excess of such Property Tax over the Assumed Tax with respect thereto. (b) With respect to the Property Taxes, it is not possible Holdings shall cause the appropriate New Subsidiaries to make a so-called “83(bprepare and file (and, to the extent applicable, distribute) election” all returns, reports and information statements, forms or similar documents for distribution to third parties, with respect to this Award. The Participant expressly acknowledges such Property Taxes, all in a timely and agrees that the Participant’s rights hereunder, including the right to be issued Shares upon the vesting proper fashion and settlement of this Award (or any portion thereof), are subject to the Participant’s promptly paying, or in respect of any later requirement of withholding, being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means as may be acceptable necessary or appropriate to assure that Parent, Holdings, the Committee Company, the Subsidiaries and the New Subsidiaries shall be in full and prompt compliance with law, and shall pay all Property Taxes shown on such returns as due and payable. Holdings shall upon the request of Parent forthwith provide to Parent proof of its discretion) all taxes required to be withheldcompliance with the foregoing. Except as set forth above, if any, in respect of this Award. The Participant shall, at his or her election, be permitted to satisfy Parent and the statutory minimum amount of such tax obligations by (i) authorizing the Company to withhold a number of Shares or (ii) transferring to the Company shares of Common Stock owned by the ParticipantSubsidiaries, in each case, having an aggregate Fair Market Value shall be responsible for filing all returns for Taxes relating to the Transferred Assets, the Permitted Liabilities and the income and operation of the Business before the Closing, regardless of when such returns are due. (measured c) The parties understand and agree that this Agreement shall be interpreted, and that the parties shall administer their dealings in relation to this Agreement, so as to effect the following principles relating to Taxes: (i) Holdings, the Company and the New Subsidiaries shall be responsible for (A) all Taxes arising out of the ownership and operation of the Business beginning on the date day after the Closing Date and all Foreign Closing Dates, as appropriate, (B) the Assumed Taxes, (C) employment Taxes reflected in Permitted Liabilities, and (D) the Hypothetical Tax. (ii) Except as set forth in Section 6.3(c)(i), Parent and the Subsidiaries shall be responsible for all Taxes arising out of the ownership and operation of the Business up to and including the Closing Date and all Foreign Closing Dates, as appropriate. Without limiting the generality of the foregoing, Parent and the Subsidiaries shall be responsible for sales, use and other transfer Taxes included in Accounts Receivable that are Transferred Assets. Parent's and the Subsidiaries' responsibility for Taxes, as set forth above, shall prevail irrespective of the manner in which any payment of Taxes or obligation to pay Taxes (or the right to any credit, deposit or refund of Taxes) is reflected in the financial statements of Parent and the Subsidiaries. (iii) The party responsible for any Tax pursuant to Section 6.3(c)(i) and (ii) shall be entitled to all credits for and deposits and refunds of such Shares would otherwise be delivered or are transferred Tax. (d) Parent and Holdings each acknowledge and agree that the transfers of the Transferred Assets to the CompanyNew Subsidiaries and the agreement for administration of Unassigned Assets provided in Section 6.7 are, as applicableand shall be treated as, taxable transfers between unconnected parties on the Closing Date or, if appropriate, the Foreign Closing Date, for (i) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any all United States federal, state, or state and local requirements income tax purposes and (ii) all purposes with respect to tax withholdings then due non-U.S. taxes on income and/or profits. Parent and has committed (Holdings shall file, and by holding this Award shall cause the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such sharesSubsidiaries, or has made other arrangements satisfactory to the Committee with respect to the payment of such taxes. The Participant also authorizes the Company and its Affiliates the New Subsidiaries to withhold file, any and all returns of tax or other tax filings in a manner which is consistent with such amounts from any amounts otherwise payable treatment. (e) Holdings shall, within 73 days after the Closing Date, cause the Company Election to be filed on behalf of the Participant, but nothing in this sentence shall be construed as relieving the Participant of any liability for satisfying his or her obligations under the preceding provisions of this Section 5Company.

Certain Tax Matters. The Participant expressly acknowledges (a) Seller shall prepare or cause to be prepared and file or cause to be filed all tax returns for the Company for all periods ending on or prior to the Closing Date that because this Award consists of an unfunded are filed after the Closing Date. All such tax returns shall be prepared and unsecured promise filed in a manner consistent with prior practice, except as required by a change in applicable law. (b) Purchaser and Seller shall cooperate fully (and Purchaser shall cause the Company to deliver Shares in the futurecooperate fully), subject as and to the terms hereofextent reasonably requested by the other Party, it is not possible in connection with the filing of tax returns pursuant to make a so-called “83(b) election” this Section 5.1 and any audit, litigation or other proceeding with respect to this Awardtaxes. The Participant expressly acknowledges Such cooperation shall include the retention and agrees that the Participant’s rights hereunder, including the right to be issued Shares (upon the vesting other Party’s request) the provision of records and settlement information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of this Award any material provided hereunder. Seller and Purchaser agree, (or any portion thereof), are subject and Purchaser agrees to cause the Company) (i) to retain all books and records with respect to tax matters pertinent to the Participant’s promptly paying, or in respect Company and each Subsidiary of the Company relating to any later requirement taxable period beginning before the Closing Date until the expiration of withholding, being liable promptly to pay at such time as such withholdings are duethe statute of limitations (and, to the extent notified by Purchaser or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) to give the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, Seller or Purchaser shall allow (and Purchaser shall cause the Company in cash (to allow), as the case may be, the other Party to take possession of such books and records. Purchaser and Seller further agree, upon request, to use their best efforts to obtain any certificate or by such other means document from any governmental authority or any other person or entity as may be acceptable necessary to mitigate, reduce or eliminate any tax that could be imposed (including, but not limited to, with respect to the Committee in its discretiontransactions contemplated hereby). (c) all taxes required to be withheldAll tax sharing agreements or similar agreements, if any, in respect of this Award. The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing the Company to withhold a number of Shares or (ii) transferring to the Company shares of Common Stock owned by the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award or involving the Participant Company shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect terminated as of the transfer Closing Date and, after the Closing Date, the Company shall not be bound thereby or have any liability thereunder. (d) Excluding ad valorem, personal property and other tax obligations that shall remain the obligation of such shares, or has made other arrangements satisfactory to the Committee with respect to the payment of such taxes. The Participant also authorizes the Company and its Affiliates to withhold Subsidiaries after Closing, all transfer, documentary, sales, use, stamp, registration and such amounts from other taxes and fees (including any amounts otherwise payable to the Participantpenalties and interest) incurred in connection with this Agreement, but nothing in this sentence shall be construed as relieving the Participant of any liability for satisfying his or her obligations under the preceding provisions of this Section 5paid fifty percent (50%) by Purchaser and fifty percent (50%) by Seller.

Certain Tax Matters. The Participant expressly acknowledges that because this Award consists Purchaser has read the summary of an unfunded and unsecured promise the U.S. federal income tax considerations in the Offering Circular. The Purchaser will treat the Securities for U.S. tax purposes in a manner consistent with the treatment of such Securities by the Company to deliver Shares in the future, subject to the terms hereof, it is not possible to make a so-called “83(b) election” Issuer as described therein and will take no action inconsistent with respect to this Awardsuch treatment. The Participant expressly acknowledges Purchaser understands and agrees that the Participant’s rights hereunderIssuer may require certain information, including documentation or certifications acceptable to it (x) to permit the right Issuer to be issued Shares upon the vesting and settlement of this Award (or any portion thereof), are subject make payments to the Participant’s promptly payingit without, or at a reduced rate of, withholding or (y) to enable the Issuer to qualify for a reduced rate of withholding in respect any jurisdiction from or through which the Issuer receives payments on its assets. The Purchaser agrees to provide any such information, documentation or certification that is requested by the Issuer. Each Purchaser of any later requirement a Security or direct or indirect interest therein, by acceptance of withholdingsuch Security or such an interest in such Security, being liable promptly agrees or is deemed to pay at agree (A) to obtain and provide the Issuer and the Trustee with information or documentation, and to update or correct such time as such withholdings are dueinformation or documentation, to the Company in cash (or by such other means as may be acceptable to necessary or helpful (in the Committee in its discretion) all taxes required to be withheldsole determination of the Issuer, if any, in respect of this Award. The Participant shall, at his the Portfolio Manager or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing the Company to withhold a number of Shares Trustee or (ii) transferring to the Company shares of Common Stock owned by the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Companytheir agents, as applicable) sufficient to satisfy achieve FATCA Compliance, (B) that the Issuer, the Portfolio Manager and/or the Trustee may (1) provide such obligations. No Shares will be transferred information and documentation and any other information concerning its investment in satisfaction of this Award the Securities to the U.S. Internal Revenue Service and any other relevant tax authority, and (2) take such other steps as they deem necessary or helpful to achieve FATCA Compliance, including withholding on “passthru payments” (as defined in the Code), and (C) that if it fails for any reason to provide any such information or documentation in accordance with clause (A), or such information or documentation is not accurate or complete, the Issuer (or any portion thereofintermediary on the Issuer’s behalf) unless and until shall have the Participant right, in addition to withholding on passthru payments, to (w) compel it to sell its interest in such Security, (x) sell such interest on its behalf in accordance with the procedures specified in Section 2.12(b), (y) assign to such Security a separate CUSIP number or numbers and/or (z) enter into one or more supplemental indentures or amend this Indenture to enable the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federalIssuer (or Sole Equity Owner, state, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award the Participant shall as may be deemed to have committedapplicable) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Committee with respect to the payment of such taxes. The Participant also authorizes the Company and its Affiliates to withhold such amounts from any amounts otherwise payable to the Participant, but nothing in this sentence shall be construed as relieving the Participant of any liability for satisfying his or her obligations under the preceding provisions of this Section 5achieve FATCA Compliance.

Certain Tax Matters. The Participant expressly acknowledges If the Selected Dealers, among themselves or with the Underwriters, are deemed to constitute a partnership for Federal income tax purposes, then we elect to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986, as amended, and agree not to take any position inconsistent with that because election. You are hereby authorized, in your discretion, to execute and file on our behalf such evidence of this Award consists of an unfunded and unsecured promise election as may be required by the Company Internal Revenue Service. In connection with the Offering, we shall be liable for your proportionate amount of any tax, claim, demand or liability that may be asserted against us alone or against one or more Selected Dealers participating in such Offering, or against you or the Underwriters, based upon the claim that the Selected Dealers, or any of them, constitute an association, an unincorporated business or other entity, including, in each case, our proportionate amount of any expense incurred in defending against any such tax, claim demand or liability. By signing this Agreement we confirm that our subscription to, or our acceptance of any reservation of, any Securities pursuant to deliver an Offering shall constitute (i) acceptance of and agreement to the terms and conditions of this Agreement (as supplemented or amended pursuant to Section 4), together with and subject to any supplementary terms and conditions contained in any Written Communication from you in connection with such Offering, all of which shall constitute a binding agreement between us and you, individually or as representative of any Underwriters, (ii) confirmation that our representations and warranties set forth in Section 3 hereof are true and correct at that time, (iii) confirmation that our agreements set forth in Sections 2 and 3 hereof have been and will be fully performed by us to the extent and at the times required thereby and (iv) acknowledgment that we have requested and received from you sufficient copies of the final prospectus with respect to such Offering in order to comply with our undertakings in Section 3(a) hereof. Very truly yours, By: Title: Confirmed as of the date first above written: SANDLER X’XXXXX & PARTNERS, L.P. BY: SANDLER X’XXXXX & PARTNERS CORP., THE SOLE GENERAL PARTNER Name: Title: Shares in , 2014 SANDLER X’XXXXX & PARTNERS, L.P. AS REPRESENTATIVE OF THE SEVERAL UNDERWRITERS X/X XXXXXXX X’XXXXX & PARTNERS, L.P. 1251 Avenue of the futureXxxxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: Entegra Financial Corp., a North Carolina corporation (the “Company”), proposes, subject to the terms hereofand conditions stated herein, it to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Sandler X’Xxxxx & Partners, L.P. (“Sandler X’Xxxxx”) is not possible to make a so-called acting as representative (in such capacity, the “83(bRepresentative”), an aggregate of shares (the “Shares”) election” with respect to this Awardof the common stock, no par value (the “Common Stock”), of the Company. The Participant expressly acknowledges and agrees that shares of Common Stock to be sold by the Participant’s rights hereunderCompany in the Offerings (as hereinafter defined), including the right Shares being sold pursuant to be issued Shares upon this Agreement, are hereinafter referred to collectively as the vesting and settlement “Securities.” The Securities are being offered for sale in accordance with the Plan of this Award Conversion (or any portion thereofthe “Plan”) adopted by the Boards of Directors of Macon Bancorp, a North Carolina mutual holding company (the “MHC”), are subject Macon Bank, Inc., a North Carolina chartered stock savings bank (the “Bank”) and the Company pursuant to which (i) the MHC will convert from a North Carolina-chartered mutual holding company to a North Carolina stock corporation and (ii) the MHC will merge with and into the Company, with the Company as the surviving entity (the “MHC Merger”), whereby the Bank will become a wholly owned subsidiary of the Company and the liquidation interests in the MHC constructively received by the members of the MHC immediately prior to the ParticipantMHC’s promptly payingconversion will automatically, or without further action on the part of the holders thereof, be preserved as an interest in respect a liquidation account in the Company (“Liquidation Account”); and (iii) the Company will offer for sale the Securities. Pursuant to the Plan, the Company offered to certain depositors and borrowers of any later requirement the Bank rights to subscribe for the Securities in a subscription offering (the “Subscription Offering”). In addition, the Securities were offered to certain members of withholdingthe general public in a community offering (the “Community Offering”), being liable promptly with preference given first to pay at such time natural persons (including trusts of natural persons) residing in Buncombe, Clay, Cherokee, Graham, Haywood, Henderson, Jackson, Macon, Polk, Xxxxx and Transylvania Counties in North Carolina and Xxxxx County in Georgia, and second to other members of the general public. The Community Offering, together with the Subscription Offering, are herein referred to as such withholdings the “Subscription and Community Offering.” The Subscription and Community Offering, and the underwritten public offering (the “Public Offering”) are duehereinafter referred to collectively as the “Offerings.” The conversion and reorganization of the MHC from mutual holding company to stock holding company form, to the formation of the Company, the MHC Merger, the constructive receipt by members of the MHC of liquidation interests in the Company in cash exchange for their liquidation interests in the MHC and the subsequent automatic exchange of such liquidation interests for an interest in the Liquidation Account in the Company and in the liquidation account established by the Bank (or by “Bank Liquidation Account”) and the Offerings are hereinafter referred to collectively as the “Conversion.” The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (No. 333-194641), including a related prospectus, for the registration of the sale of the Securities under the Securities Act of 1933, as amended (the “Securities Act”), has filed such other means as may be acceptable to the Committee in its discretion) all taxes required to be withheldamendments thereto, if any, and such amended prospectuses as may have been required prior to the date hereof by the Commission in respect order to declare such registration statement effective, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amended to date, if applicable, and as from time to time amended or supplemented hereafter, including post-effective amendments thereto containing the preliminary prospectus and the final prospectus for the Public Offering, if any) and the prospectuses constituting a part thereof (including in each case all documents incorporated or deemed to be incorporated by reference therein and the information, if any, deemed to be a part thereof pursuant to the rules and regulations of the Commission promulgated under the Securities Act, as from time to time amended or supplemented pursuant to the Securities Act or otherwise (the “Securities Act Regulations”), as well as the preliminary prospectus, if any, as defined in Rule 430A of the Securities Act Regulations (the “Preliminary Prospectus”) and the final prospectus for the Public Offering, if any, contained in a post-effective amendment to the Registration Statement or a new registration statement), are hereinafter referred to as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus shall be used by the Company in connection with the Subscription and Community Offering, the Syndicated Offering or the Public Offering, if any, which differs from the Prospectus on file at the Commission at the time the Registration Statement becomes effective (whether or not such revised prospectus is required to be filed by the Company pursuant to Rule 424(b) of the Securities Act Regulations), the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Representative for such use and prior to the termination of the Public Offering of the Shares by the Underwriters. Concurrently with the execution of this Award. The Participant shallAgreement, at his or her election, be permitted the Company is delivering to satisfy the statutory minimum amount Representative copies of such tax obligations by (i) authorizing the Prospectus of the Company to withhold a number of Shares or (ii) transferring to be used in the Company shares of Common Stock owned by the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred Public Offering. Such prospectus contains information with respect to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless the MHC, the Bank and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Committee with respect to the payment of such taxes. The Participant also authorizes the Company and its Affiliates to withhold such amounts from any amounts otherwise payable to the Participant, but nothing in this sentence shall be construed as relieving the Participant of any liability for satisfying his or her obligations under the preceding provisions of this Section 5Securities.

Certain Tax Matters. The Participant expressly acknowledges that because this Award consists that, regardless of an unfunded and unsecured promise any action taken by the Company or the Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax‑related items related to deliver Shares the Participant’s participation in the future, subject Plan and legally applicable to the terms hereofParticipant as a result of participation in the Plan (“Tax-Related Items”), it is not possible and remains the Participant’s responsibility and may exceed the amount (if any) withheld by the Company or the Employer. Prior to the relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. Unless otherwise determined by the Committee prior to any Vesting Date, the Company agrees that (a) the minimum tax withholding required by law in respect of any such wages may be satisfied by the Participant surrendering to the Company a so-called portion of the shares of Common Stock that are issued or transferred to the Participant upon the exercise of the Option, and (b) the shares of Common Stock so surrendered by the Participant shall be credited against any such withholding obligation at the Fair Market Value of such shares of Common Stock on the date of such surrender (and the amount equal to the Fair Market Value of such shares of Common Stock shall be remitted to the appropriate tax authorities) (the foregoing process pursuant to which such withholding tax obligations may be satisfied, a “83(b) election” with respect Net Settlement”). If the Committee determines not to this Award. The permit the Net Settlement, the Participant expressly acknowledges and agrees that the Participant’s rights hereunderParticipant shall be solely responsible for the timely satisfaction, including the right to be issued Shares upon the vesting in cash, of such withholding tax obligations, and settlement of this Award (or any portion thereof), are subject to the Participant’s promptly paying, or in respect of any later requirement of withholding, being liable promptly to pay at such time as such withholdings are due, to that the Company in cash (or by such other means as may shall be acceptable under no obligation to the Committee in its discretion) all taxes required to be withheld, if any, in respect of this Award. The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing the Company to withhold a number of Shares or (ii) transferring to the Company deliver any shares of Common Stock owned by otherwise due hereunder if the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to Participant does not timely satisfy such tax obligations. No Shares will be transferred in satisfaction of In this Award (or any portion thereof) unless and until regard, the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Committee with respect to the payment of such taxes. The Participant also authorizes the Company and its Affiliates and/or the Employer, or their respective agents, at their discretion, to withhold such amounts satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from any amounts otherwise payable the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; (ii) withholding from proceeds of the sale of shares of Common Stock acquired upon exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization); or (iii) withholding in shares of Common Stock to be issued at exercise of the Option, but nothing in this sentence shall be construed as relieving if permitted by the Participant of any liability for satisfying his or her obligations under the preceding provisions of this Section 5Company.

Certain Tax Matters. The Participant expressly acknowledges that because this Award consists Buyer and the Seller Parties shall cooperate in all matters relating to Taxes. The Seller Parties shall deliver to the Buyer such information and data concerning the Seller and the Business as the Buyer may reasonably request in order to enable the Buyer or any of an unfunded its Affiliates to complete and unsecured promise file any Tax Return which they may be required to file, respond to audits by any taxing authorities or participate in any other Tax proceeding and shall deliver to the Company to deliver Shares Buyer any Tax Returns of the Seller Parties or any of their Affiliates as the Buyer may reasonably request. The Buyer and the Seller Parties shall cooperate, as necessary, in the future, subject to the terms hereof, it is not possible to make a so-called “83(b) election” with respect to this Award. The Participant expressly acknowledges preparation and agrees that the Participant’s rights hereunder, including the right to be issued Shares upon the vesting and settlement of this Award (or any portion thereof), are subject to the Participant’s promptly paying, or in respect filing of any later requirement of withholding, being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means as may be acceptable to the Committee in its discretion) all taxes required to be withheld, if any, in respect of this Award. The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing the Company to withhold a number of Shares or (ii) transferring to the Company shares of Common Stock owned by the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time Tax Returns in respect of the transfer Purchased Assets relating in whole or in part to taxable periods ending on or before the Closing Date that are required to be filed on or after such date; provided, that it shall be the responsibility of the Seller Parties to file any such sharesTax Returns for the Pre-Closing Tax Period. The Seller Parties agree that they are fully responsible for any Tax imposed on the Seller Parties, whether from the transactions contemplated herein, any Pre-Closing Tax Period or has otherwise. Notwithstanding any other provision in this Agreement, the Buyer shall have the right to deduct and withhold any Taxes required to be withheld by applicable Law from any payments to be made other arrangements satisfactory hereunder. To the extent that amounts are so withheld and paid to the Committee with respect appropriate taxing authority, such withheld amounts shall be treated for all purposes of this Agreement as having been delivered and paid to the applicable recipient of payment in respect of which such taxes. The Participant also authorizes the Company deduction and its Affiliates to withhold such amounts from any amounts otherwise payable to the Participant, but nothing in this sentence shall be construed as relieving the Participant of any liability for satisfying his or her obligations under the preceding provisions of this Section 5withholding was made.

Certain Tax Matters. (a) The Participant expressly acknowledges Members agree and acknowledge that because this Award consists the "tax matters partner" of an unfunded and unsecured promise by the Company to deliver Shares in within the futuremeaning of Section 6231(a)(7) of the Code (the "TAX MATTERS PARTNER") shall be Triarc for all taxable years of the Company that end after the close of the 2004 Short Year, subject to and that Sachs (as the terms hereofsole grantor of the Gregory H. Sachs Revocable Trust under Declaration of Trust dated Aprxx 00, it 0000, xxxch trust is not possible to make the sole member of SCM, a sodisregarded entity for United States federal tax purposes) has been, and shall be, the Tax Matters Partner of the Company for all taxable years of the Company that end on or before the close of the 2004 Short Year (such taxable years, "PRE-called “83(b) election” with respect to this AwardCLOSING TAX PERIOD"). The Participant expressly acknowledges and agrees that Tax Matters Partner shall have the Participant’s rights hereunder, including the right authority to be issued Shares upon the vesting and settlement of this Award (or any portion thereof), are subject to the Participant’s promptly paying, or in respect of any later requirement of withholding, being liable promptly to pay at such time as such withholdings are due, to represent the Company in cash (connection with any audit, claim for refund or by such other means as may be acceptable to the Committee in its discretion) all taxes required to be withheld, if any, in respect of this Award. The Participant shall, at his administrative or her election, be permitted to satisfy the statutory minimum amount of such judicial proceeding involving any asserted tax obligations by (i) authorizing the Company to withhold a number of Shares liability or (ii) transferring to the Company shares of Common Stock owned by the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Committee refund with respect to the payment Company or the Members in their capacity as such (any such audit, claim for refund, or proceeding relating to an asserted tax liability or refund referred to herein as a "CONTEST"); PROVIDED, that, with respect to any Contest related to a Pre-Closing Tax Period, Triarc shall have the right to participate in such Contest at its own expense, and Sachs shall not be able to settle, compromise and/or concede any portion of such taxesContest that is reasonably likely to give rise to gain or gross income (or loss of deduction or adverse effect on any tax attribute), including any timing differences, with respect to Triarc, or of the Company for any taxable year that ends after the close of the 2004 Short Year in excess of $500,000, without the consent of Triarc, which consent shall not be unreasonably withheld or delayed; PROVIDED, further, that with respect to any Contest related to any taxable year of the Company that begins after the close of the 2004 Short Year, Triarc shall consult with Sachs regarding the settlement, compromise and/or concession any portion of such Contest that is reasonably likely to have a material effect on the tax liability of any Sachs Affiliated Party or any Roberts Affiliated Party. The Participant also authorizes Triarc shall be entitled to be reimbursed by the Company for all costs and expenses incurred by it as the Tax Matters Partner in connection with any administrative or judicial proceeding affecting tax matters of the Company and the Members in their capacity as such and to be indemnified by the Company (solely out of Company assets) with respect to any action brought against it in connection with any judgment in or settlement of any such proceeding. Sachs shall not be entitled to be reimbursed by the Company for any costs or expenses incurred by him as the Tax Matters Partner in connection with any administrative or judicial proceeding affecting tax matters of the Company and the Members in their capacity as such, or to be indemnified by the Company with respect to any action brought against him in connection with any judgment in or settlement of any such proceeding. Any Member who enters into a settlement agreement with respect to any Company item shall notify the Tax Matters Partner of such settlement agreement and its Affiliates terms within 30 days after the date of settlement. This provision shall survive any termination of this Agreement. (b) Within 45 days after the end of each Taxable Year, or as soon as reasonably practicable thereafter, the Company shall furnish to withhold each Member such amounts from information (including completed schedule K-1s) regarding the amount of such Member's share in the Company's taxable income or loss for such year, in sufficient detail to enable such Member to prepare its United States federal, state and other tax returns. In addition, the Company shall timely furnish to each Member sufficient information as is reasonably requested to enable such Member to comply with any amounts otherwise payable estimated income tax payment requirements. (c) The Members agree and acknowledge that the Company's 2004 Taxable Year for U.S. federal income tax purposes shall close on the date of Triarc's purchase of the Purchased Interests under Section 708 of the Code ("2004 SHORT YEAR"). The Company shall cause an election under Section 754 of the Code (and any comparable provision of state, local or foreign law) to be in effect with respect to the Participant2004 Short Year, but nothing and neither the Company nor any Member shall take any position inconsistent therewith for any tax purposes, unless otherwise required by a change in this sentence law or a final determination in a judicial proceeding. (d) Sachs shall prepare and file all income tax returns and all amended income tax returns (including IRS Form 1065 and related schedules) for all Taxable Years that end on or before the close of the 2004 Short Year in the ordinary course of business and consistent with past practice, unless otherwise approved by the Board of Directors; PROVIDED, that in doing so, Sachs shall not be construed as relieving permitted to take any position in any such income tax return or amended income tax return which could affect the Participant consequences of the Company's election under Section 754 of the Code with respect to Triarc's Purchased Interests, without the consent of Triarc, which consent shall not be unreasonably withheld or delayed; PROVIDED FURTHER, that in doing so, Sachs shall not be permitted to amend any income tax return if such amendment is reasonably likely to affect the tax liability of Triarc, or of the Company, for satisfying his any taxable year that ends after the close of the 2004 Short Year, without the consent of Triarc, which consent shall not be unreasonably withheld or her obligations under the preceding provisions of this Section 5delayed.

Certain Tax Matters. (a) The Participant expressly acknowledges that because this Award consists of an unfunded Issuer and unsecured promise by the Company to deliver Shares Co-Issuer will treat the Issuer, the Co-Issuer and the Notes as described in the future"Certain U.S. Federal Income Tax Considerations" section of the Offering Circular for all U.S. federal, subject state and local income tax purposes and will take no action inconsistent with such treatment unless required by law. (a) The Issuer and Co-Issuer shall prepare and file, and the Issuer shall cause each Issuer Subsidiary to prepare and file, or in each case shall hire accountants and the accountants shall cause to be prepared and filed (and, where applicable, delivered to the terms hereofIssuer or Holders) for each taxable year of the Issuer, the Co-Issuer and the Issuer Subsidiary the federal, state and local income tax returns and reports as required under the Code, or any tax returns or information tax returns required by any governmental authority which the Issuer, the Co-Issuer or the Issuer Subsidiary are required to file (and, where applicable, deliver); provided, that the Issuer shall not file, or cause to be filed, any income or franchise tax return in the United States or any state thereof on the basis that it is not possible engaged in a trade or business within the United States for U.S. federal income tax purposes, unless it shall have obtained written advice from Xxxxxx Xxxxxx Xxxxxxxx LLP or Ashurst LLP, or an opinion of other tax counsel of nationally recognized standing in the United States experienced in such matters, prior to such filing that, under the laws of such jurisdiction, the Issuer or Co-Issuer (as applicable) should file such income or franchise tax return. The Issuer shall provide to each Holder of Subordinated Notes (and any other Class of Notes required to be treated as equity in the Issuer) any information that such holder reasonably requests in order for such holder to (i) make and maintain a so-called “83(b"qualified electing fund" ("QEF") election” election (as defined in the Code) with respect to this Award. The Participant expressly acknowledges the Issuer and agrees that the Participant’s rights hereunderany Issuer Subsidiary, including the right to be issued Shares upon the vesting and settlement of this Award (or any portion thereof), are subject to the Participant’s promptly paying, or in respect of any later requirement of withholding, being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means as may be acceptable to the Committee in its discretion) all taxes required to be withheld, if any, in respect of this Award. The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing the Company to withhold a number of Shares or (ii) transferring comply with filing requirements that arise as a result of the Issuer being classified as a "controlled foreign corporation" for U.S. federal income tax purposes. (b) Notwithstanding any provision herein to the Company shares contrary, the Issuer (or an agent acting on its behalf) shall take, and shall cause any Issuer Subsidiary to take, any and all actions that may be necessary or appropriate to ensure that the Issuer or such Issuer Subsidiary satisfies any and all withholding and tax payment obligations under Code Sections 1441, 1442, 1445, 1471, 1472, or any other provision of Common Stock owned the Code or other applicable law. Without limiting the generality of the foregoing, (i) each of the Issuer and any Issuer Subsidiary may withhold any amount that it or any advisor retained by the ParticipantIssuer or the Trustee on its behalf determines is required to be withheld from any amounts otherwise distributable to any Person, and (ii) if reasonably able to do so, the Issuer and any Issuer Subsidiary shall deliver or cause to be delivered an United States Internal Revenue Service Form W-8BEN-E or successor applicable form and other properly completed and executed documentation, as it determines is necessary to permit the Issuer or such Issuer Subsidiary to receive payments without withholding or deduction or at a reduced rate of withholding or deduction. In addition, the Issuer shall use reasonable best efforts to qualify as, and comply with any obligations or requirements imposed on, a "participating FFI" or a "deemed-compliant FFI" within the meaning of U.S. Treasury regulations. In furtherance of the preceding sentence the Issuer shall use reasonable best efforts to comply with the provisions of the intergovernmental agreement entered into by the Cayman Islands government and the United States in respect of FATCA (including the provisions of Cayman Island legislation enacted, or other official guidance issued, in each caseconnection therewith). In the event that the Issuer is unable to comply with such intergovernmental agreement (or such compliance will not preclude FATCA withholding on payments to it), having it will use reasonable best efforts to enter into an aggregate Fair Market Value (measured agreement with the IRS described in Section 1471(b)(1) of the Code. In addition, the Issuer shall use reasonable best efforts to make any amendments to this Indenture reasonably necessary to enable the Issuer to comply with FATCA and to cause the Noteholders to provide information requested in connection with FATCA. Without limiting the generality of the foregoing, the Issuer shall obtain a Global Intermediary Identification Number from the IRS on or prior to the Closing Date, and shall comply with any requirements necessary to establish and maintain its status as a "Reporting Model 1 FFI" within the meaning of U.S. Treasury regulations. Upon written request, the Trustee and the Registrar shall provide to the Issuer, the Collateral Manager or any agent thereof any information specified by such parties regarding the Holders of the Notes and payments on the date such Shares would otherwise be delivered or are transferred Notes that is in the possession of and reasonably available to the CompanyTrustee or the Registrar, as applicablethe case may be, and may reasonably be necessary for the Issuer to comply with FATCA, subject in all cases to confidentiality provisions. (c) sufficient Upon the Trustee's receipt of a request of a Holder, delivered in accordance with the notice procedures of Section 14.3, for the information described in United States Treasury Regulations Section 1.1275-3(b)(1)(i) that is applicable to satisfy such obligationsHolder, the Issuer shall cause its Independent accountants to provide promptly to the Trustee, and the Trustee shall promptly deliver to such requesting Holder, all of such information. Any issuance of the Additional Notes or Replacement Notes shall be accomplished in a manner that shall allow the Independent accountants of the Issuer to accurately calculate original issue discount income to Holders of the Additional Notes or Replacement Notes. (d) Upon discovery that an asset violates the Tax Guidelines, or prior to the time that: (i) the Issuer would acquire or receive (A) a Letter of Credit or (B) any asset in connection with a workout or restructuring of a Collateral Obligation that could cause the Issuer to be treated as engaged in a trade or business in the United States for U.S. federal income tax purposes or subject to U.S. federal tax on a net income basis, or (ii) any Collateral Obligation is modified in such a manner that could cause the Issuer to be treated as engaged in a trade or business in the United States for U.S. federal income tax purposes or subject to U.S. federal tax on a net income basis, the Issuer will either (x) organize one or more wholly-owned special purpose vehicles of the Issuer that are treated as corporations for U.S. federal income tax purposes (each, an "Issuer Subsidiary") and contribute to an Issuer Subsidiary the right to receive such Letter of Credit or asset or the Collateral Obligation that is the subject of the workout, restructuring, modification, or asset that violates the Tax Guidelines, (y) contribute to an existing Issuer Subsidiary the right to receive such Letter of Credit or asset or the Collateral Obligation that is the subject of the workout, restructuring, modification, or asset that violates the Tax Guidelines, or (z) sell the right to receive such Letter of Credit or asset or the Collateral Obligation that is the subject of the workout, restructuring, modification, or asset that violates the Tax Guidelines in each case unless the Issuer receives an opinion from Ashurst LLP or Xxxxxx Xxxxxx Xxxxxxxx LLP, or an opinion of other nationally recognized U.S. tax counsel experienced in such matters, to the effect that the acquisition, ownership, and disposition of such Letter of Credit or asset, or that the workout, restructuring, or modification of such Collateral Obligation or retaining the asset that violates the Tax Guidelines (as the case may be), will not cause the Issuer to be treated as engaged in a trade or business in the United States or otherwise subject to U.S. federal income tax on a net income basis. (e) Notwithstanding Section 7.16(e), the Issuer shall not acquire any asset (including an asset that may otherwise qualify as a Collateral Obligation) if a restructuring, or workout of such asset proposed to be acquired is in process and if such restructuring or workout could reasonably result in the Issuer being treated as engaged in a trade or business in the United States or subject to U.S. federal tax on a net income basis (because the Issuer would receive another asset in connection with the restructuring or workout that would cause the Issuer to be treated as engaged in a trade or business in the United States or otherwise subject to U.S. federal income tax on a net income basis). (f) Each Issuer Subsidiary must at all times have at least one independent director meeting the requirements of an "Independent Director" as set forth in the Issuer Subsidiary's organizational documents complying with any applicable Rating Agency rating criteria. The Issuer shall cause the purposes and permitted activities of any Issuer Subsidiary to be restricted solely to the acquisition, receipt, holding, management and disposition of Collateral Obligations referred to in Section 7.16(e)(x) and Section 7.16(e)(y) and any assets, income and proceeds received in respect thereof (collectively, "Issuer Subsidiary Assets"), and shall require each Issuer Subsidiary to distribute 100% of the net proceeds of any sale of such Issuer Subsidiary Assets, net of any tax or other liabilities, to the Issuer. No Shares will supplemental indenture pursuant to Section 8.1 or Section 8.2 hereof shall be transferred in satisfaction of this Award necessary to permit the Issuer, or the Collateral Manager on its behalf, to take any actions necessary to set up an Issuer Subsidiary. The Issuer (or any portion thereofthe Collateral Manager on behalf of the Issuer) unless and until the Participant or the person then holding this Award has remitted shall provide to the Company an amount in cash sufficient to satisfy Rating Agencies prior notice of the formation of any federal, state, or local requirements with respect to tax withholdings then due Issuer Subsidiary and has committed (and by holding this Award the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such sharesany asset to any Issuer Subsidiary. For the avoidance of doubt, or has made other arrangements satisfactory any Issuer Subsidiary may distribute an Issuer Subsidiary Asset to the Committee Issuer if such distribution does not otherwise violate this Indenture and the acquisition, ownership, and disposition of such asset by the Issuer will not cause the Issuer to be treated as engaged in a trade or business in the United States for U.S. federal income tax purposes or otherwise cause the Issuer to be subject to U.S. federal income tax on a net income basis. (g) Each Issuer Subsidiary that holds a Letter of Credit and that has not received an opinion or advice from Ashurst LLP or Xxxxxx Xxxxxx Xxxxxxxx LLP or an opinion of other nationally recognized U.S. tax counsel experienced in such matters to the effect that the Issuer Subsidiary should not or will not be subject to U.S. federal income tax on a net income basis with respect to the payment any fees it receives in respect of such taxes. The Participant also authorizes Letter of Credit and any gain it recognizes on the Company disposition of such Letter of Credit shall deposit an amount equal to the highest marginal tax rate specified in Section 11(b) of the Code (or any successor provisions) multiplied by all of such fees and its Affiliates to withhold such amounts from gain, less any amounts otherwise payable to withheld in respect of taxes on such fees or from the Participantpurchase price (as the case may be), but nothing into a single, segregated non-interest bearing trust account established with the Custodian and held in this sentence shall be construed as relieving the Participant name of any liability the Trustee for satisfying his or her obligations under the preceding provisions benefit of this Section 5.the Secured Parties (the "

Certain Tax Matters. The Participant expressly acknowledges that because this Award consists of an unfunded and unsecured promise by If the Company Selected Dealers, among themselves or with the Underwriters, are deemed to deliver Shares in the futureconstitute a partnership for Federal income tax purposes, subject to the terms hereof, it is not possible to make a so-called “83(b) election” with respect to this Award. The Participant expressly acknowledges and agrees that the Participant’s rights hereunder, including the right then we elect to be issued Shares upon excluded from the vesting application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986, as amended, and settlement agree not to take any position inconsistent with that election. You are hereby authorized, in your discretion, to execute and file on our behalf such evidence of this Award (or any portion thereof), are subject to the Participant’s promptly paying, or in respect of any later requirement of withholding, being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means election as may be acceptable to required by the Committee in its discretion) all taxes required to Internal Revenue Service. In connection with the Offering, we shall be withheld, if any, in respect of this Award. The Participant shall, at his or her election, be permitted to satisfy the statutory minimum liable for your proportionate amount of any tax, claim, demand or liability that may be asserted against us alone or against one or more Selected Dealers participating in such tax obligations by (i) authorizing Offering, or against you or the Company to withhold a number Underwriters, based upon the claim that the Selected Dealers, or any of Shares them, constitute an association, an unincorporated business or (ii) transferring to the Company shares of Common Stock owned by the Participantother entity, including, in each case, having our proportionate amount of any expense incurred in defending against any such tax, claim demand or liability. By signing this Agreement we confirm that our subscription to, or our acceptance of any reservation of, any Securities pursuant to an aggregate Fair Market Value Offering shall constitute (measured i) acceptance of and agreement to the terms and conditions of this Agreement (as supplemented or amended pursuant to Section 4), together with and subject to any supplementary terms and conditions contained in any Written Communication from you in connection with such Offering, all of which shall constitute a binding agreement between us and you, individually or as representative of any Underwriters, (ii) confirmation that our representations and warranties set forth in Section 3 hereof are true and correct at that time, (iii) confirmation that our agreements set forth in Sections 2 and 3 hereof have been and will be fully performed by us to the extent and at the times required thereby and (iv) acknowledgment that we have requested and received from you sufficient copies of the final prospectus with respect to such Offering in order to comply with our undertakings in Section 3(a) hereof. Very truly yours, (Name of Firm) By: Print Name Title Confirmed as of the date first above written: SANDLER O’XXXXX & PARTNERS, L.P. BY: SANDLER O’XXXXX & PARTNERS CORP., THE SOLE GENERAL PARTNER [Name] [Title] _______________, 2013 Sandler O’Xxxxx & Partners, L.P. 1251 Avenue of the Axxxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Proposed Public Offering by Waterstone Financial, Inc. The undersigned understands that Sandler O’Xxxxx & Partners, L.P. (“Sandler O’Xxxxx”), proposes to enter into an Agency Agreement (the “Agency Agreement”) with Waterstone Financial, Inc., a Maryland corporation (the “Company”), Waterstone Financial, Inc., a federally-chartered stock holding company (the “Mid-Tier”), Lamplighter Financial, MHC, a federally-chartered mutual holding company (the “MHC”) and WaterStone Bank SSB, a Wisconsin-chartered stock savings bank (the “Bank” and, together with the Company, the Mid-Tier and the MHC, the “WaterStone Parties”), providing for the public offering (the “Public Offering”) of up to 28,031,250 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Stock”). In recognition of the benefit that the Public Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with Sandler O’Xxxxx that, during the period beginning on the date such Shares would otherwise be delivered or are transferred of the final prospectus relating to the subscription offering (the “Subscription Offering Prospectus”) and ending 90 days after the Closing Date of the Public Offering (the “Restricted Period”), the undersigned will not, without the prior written consent of Sandler O’Xxxxx, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Stock, the common stock of Mid-Tier (“Mid-Tier Stock”) or any securities convertible into or exchangeable or exercisable for Stock or Mid-Tier Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file any registration statement under the Securities Act of 1933, as applicableamended, with respect to any of the foregoing, (ii) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (enter into any swap or any portion thereofother agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Stock or Mid-Tier Stock, whether any such swap or transaction is to be settled by delivery of Stock, Mid-Tier Stock or other securities, in cash or otherwise or (iii) unless publicly announce an intention to do any of the foregoing. If either (i) during the period that begins on the date that is 15 calendar days plus three (3) business days before the last day of the Restricted Period and until ends on the Participant last day of the Restricted Period, the Company issues an earnings release or the person then holding this Award has remitted material news or a material event relating to the Company an amount in cash sufficient to satisfy any federal, stateoccurs, or local requirements with respect (ii) prior to tax withholdings then due and has committed (and by holding this Award the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect expiration of the transfer Restricted Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such sharesthe Restricted Period, the restrictions set forth herein will continue to apply until the expiration of the date that is 15 calendar days plus three (3) business days after the date on which the earnings release is issued or has made other arrangements satisfactory the material news or event related to the Committee with respect to the payment of such taxesCompany occurs. The Participant also authorizes the Company and its Affiliates to withhold such amounts from any amounts otherwise payable to the Participant, but nothing in this sentence shall be construed as relieving the Participant promptly notify Sandler O’Xxxxx of any liability for satisfying his earnings releases, news or her obligations under events that may give rise to an extension of the preceding provisions of this Section 5Restricted Period.

Certain Tax Matters. (a) The Participant expressly acknowledges Issuer shall cause itself to be, as of the Closing Date and for as long as any Notes are outstanding, directly or indirectly, an entity disregarded from a U.S. organized entity taxable as a corporation (“Tax Owner”) for U.S. federal tax purposes, and shall not take any action that because this Award consists of an unfunded and unsecured promise by the Company to deliver Shares would result in the future, subject to the terms hereof, it is not possible to make Issuer being classified as a so-called “83(b) election” with respect to this Awardpartnership or as an association taxable as a corporation for U.S. Federal tax purposes. The Participant expressly acknowledges Issuer further represents that its Tax Owner has timely filed all material Tax returns and agrees that the Participant’s rights hereunder, including the right reports required to be issued Shares filed with any governmental authority, and has paid all material Taxes, assessments, fees and other governmental charges levied or imposed by any governmental authority upon the vesting it or its properties, income or assets otherwise due and settlement of this Award (payable, except those that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. The Issuer also covenants that its Tax Owner will pay all material taxes imposed upon such Tax Owner or any portion thereof), are subject to the Participantof such Tax Owner’s promptly paying, properties or assets or in respect of any later requirement of withholdingits income, businesses or franchises, or for which it otherwise is liable, before any penalty or fine accrues thereon, and all material claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided, that no such tax or claim need be paid to the extent (i) either the amount thereof is immaterial or the amount or validity thereof is currently being liable promptly contested in good faith by appropriate proceedings, (ii) adequate reserves in conformity with GAAP with respect thereto have been made or provided therefor and (iii) such proceedings could not reasonably be expected to result in the sale, forfeiture or loss of any material portion of the Issuer’s assets or any interest therein. (b) The Issuer shall undertake all reasonable steps to the extent necessary to secure FATCA Compliance to the extent applicable. (c) The Issuer shall file, or cause to be filed, any tax returns, including information tax returns, required by any Governmental Authority. (d) Notwithstanding anything herein to the contrary, the Collateral Manager, the Issuer, the Trustee, the Collateral Administrator, the Liquidation Agent, the Holders and beneficial owners of the Notes and each employee, representative or other agent of those Persons, may disclose to any and all Persons, without limitation of any kind, the U.S. federal, state and local tax treatment and tax structure of the transactions contemplated by this Indenture and all materials of any kind, including opinions or other tax analyses, that are provided to those Persons. This authorization to disclose the U.S. federal, state and local tax treatment and tax structure does not permit disclosure of the names of or other information identifying the Collateral Manager, the Issuer, the Trustee, the Collateral Administrator, the Liquidation Agent, the Holders or any other party to the transactions contemplated by this Indenture, the issuance and sale of the Notes or the pricing (except to the extent such information is relevant to U.S. federal, state and local tax structure or tax treatment of such transactions). (e) The Issuer shall not be obligated to pay at such time any additional amounts to Holders or beneficial owners of Notes as such withholdings are duea result of any deduction or withholding for or on account of any present or future taxes, to the Company in cash (duties, assessments or by such other means as may be acceptable to the Committee in its discretion) all taxes required to be withheld, if any, governmental charges in respect of this Award. The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing the Company to withhold a number of Shares or (ii) transferring to the Company shares of Common Stock owned by the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (Notes or any portion thereofPortfolio Asset. (f) unless The Issuer and until the Participant Trustee, by entering into this Indenture, and each Holder and beneficial owner of a Class A Note, by acceptance of its Class A Note or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federalbeneficial interest therein, state, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award the Participant shall be deemed to have committed) agree to pay treat the Class A Notes as equity interests in cash all the Issuer for U.S. federal and applicable state and local tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Committee with respect to the payment of such taxes. The Participant also authorizes the Company and its Affiliates to withhold such amounts from any amounts otherwise payable to the Participant, but nothing in this sentence shall be construed as relieving the Participant of any liability for satisfying his or her obligations under the preceding provisions of this Section 5purposes.

Certain Tax Matters. (a) The Participant expressly acknowledges Issuers will treat the Issuers and the Notes as described in the "Certain U.S. Federal Income Tax Considerations" section of the Offering Circular for all U.S. federal, state and local income tax purposes and will take no action inconsistent with such treatment unless required by law. (b) The Issuer and Co-Issuer shall prepare and file, or shall hire accountants and the accountants shall cause to be prepared and filed (and, where applicable, delivered to the Issuer or Holders) for each taxable year of the Issuer and the Co-Issuer the federal, state and local income tax returns and reports as required under the Code, or any tax returns or information tax returns required by any governmental authority which the Issuer and the Co-Issuer are required to file (and, where applicable, deliver), and shall provide to each Holder any information that because this Award consists such Holder reasonably requests in order for such Holder to comply with its U.S. federal, state or local tax and information return and reporting obligations. (c) Notwithstanding any provision herein to the contrary, the Issuer shall take any and all reasonable actions that may be necessary or appropriate to ensure that the Issuer satisfies any and all withholding and tax payment obligations under Code Sections 1441, 1442, 1445, 1446, 1471, 1472, and any other provision of an unfunded and unsecured promise the Code or other applicable law. Without limiting the generality of the foregoing, the Issuer may withhold any amount that it or any advisor retained by the Company to deliver Shares in the future, subject to the terms hereof, it Trustee on its behalf determines is not possible to make a so-called “83(b) election” with respect to this Award. The Participant expressly acknowledges and agrees that the Participant’s rights hereunder, including the right to be issued Shares upon the vesting and settlement of this Award (or any portion thereof), are subject to the Participant’s promptly paying, or in respect of any later requirement of withholding, being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means as may be acceptable to the Committee in its discretion) all taxes required to be withheld, if any, in respect of this Award. The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing the Company to withhold a number of Shares or (ii) transferring to the Company shares of Common Stock owned by the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Committee with respect to the payment of such taxes. The Participant also authorizes the Company and its Affiliates to withhold such amounts withheld from any amounts otherwise payable distributable to any Person. (d) Upon written request, the Trustee and the Registrar shall provide to the ParticipantIssuer, but nothing the Collateral Manager or any agent thereof in accordance with Section 14.3 any information specified by such parties regarding the Holders of the Notes and payments on the Notes that is reasonably available to the Trustee or the Registrar, as the case may be, and may reasonably be necessary for the Issuer to comply with FATCA, the Cayman FATCA Legislation and the CRS. (e) The Issuer (or an agent acting on its behalf) will take such reasonable actions, including hiring agents or advisors, consistent with law and its obligations under this sentence Indenture, as are necessary for compliance with FATCA, the Cayman FATCA Legislation and the CRS, including appointing any agent or representative to perform due diligence, withholding or reporting obligations of the Issuer pursuant to FATCA and the Cayman FATCA Legislation, and any other action that the Issuer would be permitted to take under this Indenture necessary for compliance with FATCA, the Cayman FATCA Legislation and the CRS. (f) Upon the Trustee’s receipt of a request by a Holder or by a Person certifying that it is an owner of a beneficial interest in a Note for the information described in United States Treasury regulations section 1.1275-3(b)(1)(i) that is applicable to such Holder or beneficial owner, the Issuer shall cause its Independent accountants to provide promptly to the Trustee and such requesting Holder or owner of a beneficial interest in such a Note all of such information. Any additional issuance of the additional Notes shall be construed accomplished in a manner that shall allow the Independent accountants of the Issuer to accurately calculate original issue discount income to Holders of the additional Notes. (g) No more than 50% of the debt obligations (as relieving determined for U.S. federal income tax purposes) held by the Participant Issuer may at any time consist of real estate mortgages as determined for purposes of Section 7701(i) of the Code unless, based on an opinion or advice from Axxxx & Oxxxx LLP or Cxxxxx Xxxxxxxx Xxxxx & Hxxxxxxx LLP, or an opinion of other nationally recognized U.S. tax counsel experienced in such matters, the ownership or such debt obligations will not cause the Issuer to be treated as a taxable mortgage pool for U.S. federal income tax purposes. (h) In connection with a Re-Pricing or a Reference Rate Amendment, the Issuer will cause its Independent accountants to assist the Issuer in complying with any liability for satisfying his requirements under Treasury Regulation Section 1.1273-2(f)(9) (or her obligations under any successor provision), including, (i) determining whether Notes subject to such Re-Pricing or a Reference Rate Amendment are traded on an established market, (ii) if so traded, to cause its Independent accountants to determine the preceding provisions fair market value of this Section 5such Notes, and (iii) to make available such fair market value determination to Holders and beneficial owners of Notes in a commercially reasonable fashion, including by electronic publication, within 90 days after the effective date of such Re-Pricing or Reference Rate Amendment.

Certain Tax Matters. (a) The Participant expressly acknowledges Issuers will treat the Issuers and the Notes as described in the “Certain U.S. Federal Income Tax Considerations” section of the Offering Circular for all U.S. federal, state and local income tax purposes and will take no action inconsistent with such treatment unless required by law. (b) The Issuer and Co-Issuer shall prepare and file, or shall hire accountants and the accountants shall cause to be prepared and filed (and, where applicable, delivered to the Issuer or Holders) for each taxable year of the Issuer and the Co-Issuer the federal, state and local income tax returns and reports as required under the Code, or any tax returns or information tax returns required by any governmental authority which the Issuer and the Co-Issuer are required to file (and, where applicable, deliver), and shall provide to each Holder any information that because this Award consists such Holder reasonably requests in order for such Holder to comply with its U.S. federal, state or local tax and information return and reporting obligations. (c) Notwithstanding any provision herein to the contrary, the Issuer shall take any and all reasonable actions that may be necessary or appropriate to ensure that the Issuer satisfies any and all withholding and tax payment obligations under Code Sections 1441, 1442, 1445, 1446, 1471, 1472, and any other provision of an unfunded and unsecured promise the Code or other applicable law. Without limiting the generality of the foregoing, the Issuer may withhold any amount that it or any advisor retained by the Company to deliver Shares in the future, subject to the terms hereof, it Trustee on its behalf determines is not possible to make a so-called “83(b) election” with respect to this Award. The Participant expressly acknowledges and agrees that the Participant’s rights hereunder, including the right to be issued Shares upon the vesting and settlement of this Award (or any portion thereof), are subject to the Participant’s promptly paying, or in respect of any later requirement of withholding, being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means as may be acceptable to the Committee in its discretion) all taxes required to be withheld, if any, in respect of this Award. The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing the Company to withhold a number of Shares or (ii) transferring to the Company shares of Common Stock owned by the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Committee with respect to the payment of such taxes. The Participant also authorizes the Company and its Affiliates to withhold such amounts withheld from any amounts otherwise payable distributable to any Person. (d) Upon written request, the Trustee and the Registrar shall provide to the ParticipantIssuer, but nothing the Collateral Manager or any agent thereof in this sentence shall accordance with Section 14.3 any information specified by such parties regarding the Holders of the Notes and payments on the Notes that is reasonably available to the Trustee or the Registrar, as the case may be, and may reasonably be construed as relieving necessary for the Participant of any liability for satisfying his Issuer to comply with FATCA, the Cayman FATCA Legislation and the CRS. (e) The Issuer (or her an agent acting on its behalf) will take such reasonable actions, including hiring agents or advisors, consistent with law and its obligations under this Indenture, as are necessary for compliance with FATCA, the preceding provisions Cayman FATCA Legislation and the CRS including appointing any agent or representative to perform due diligence, withholding or reporting obligations of the Issuer pursuant to FATCA and the Cayman FATCA Legislation, and any other action that the Issuer would be permitted to take under this Section 5Indenture necessary for compliance with FATCA, the Cayman FATCA Legislation and the CRS.

Certain Tax Matters. (a) The Participant expressly acknowledges that because this Award consists of an unfunded and unsecured promise by the Company to deliver Shares in the future, subject to the terms hereof, it is not possible to make a so-called “83(b) election” with respect to this Award. The Participant Grantee expressly acknowledges and agrees that the ParticipantGrantee’s rights hereunder, including the right to be issued Shares shares of Stock upon the vesting and settlement of this Award the Performance Stock Units (or, if applicable, Restricted Stock Units) (or any portion thereof), are subject to the ParticipantGrantee’s promptly paying, or in respect of any later requirement of withholding, withholding being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means as may be acceptable to the Committee Administrator in its discretion) all taxes required to be withheld, if any, in respect of this Awardany (the “Tax Withholding Obligation”). The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing the Company to withhold a number of Shares or (ii) transferring to the Company No shares of Common Stock owned by the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction pursuant to the vesting of this Award the Performance Stock Units (or, if applicable, Restricted Stock Units) (or any portion thereof) unless and until the Participant Grantee or the person then holding this the Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local withholding tax requirements with respect to tax withholdings then due and has committed (and by holding accepting this Award the Participant Grantee shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Committee Company with respect to the payment of such taxes. The Participant Grantee also authorizes the Company and its Affiliates subsidiaries to withhold such amounts amount from any amounts otherwise payable owed to the ParticipantGrantee, but nothing in this sentence shall be construed as relieving the Participant Grantee of any liability for satisfying his or her obligations under the preceding provisions of this Section 58. (b) The Grantee expressly acknowledges that the Grantee’s acceptance of this Agreement constitutes the Grantee’s instruction and authorization to the Company and any brokerage firm determined acceptable to the Company for such purpose to sell on the Grantee’s behalf a whole number of shares from those shares of Stock issuable to the Grantee as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the applicable Tax Withholding Obligation, and to transfer the proceeds from the sale of such Stock from the Grantee’s securities account established with the brokerage service provider for the settlement of the Grantee’s vested Performance Stock Units (or, if applicable, Restricted Stock Units) to any account held in the name of the Company. Such shares will be sold on the date of vesting or as soon thereafter as practicable. Grantee will be responsible for all brokers’ fees and other costs of sale, which fees and costs may be deducted from the proceeds of the foregoing sale of Stock, and Xxxxxxx agrees to indemnify and hold the Company and any brokerage firm selling such Stock harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed Xxxxxxx’s Tax Withholding Obligation, such excess cash will be deposited into the securities account established with the brokerage service provider for the settlement of Grantee’s vested Performance Stock Units (or, if applicable, Restricted Stock Units). Grantee acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy Xxxxxxx’s Tax Withholding Obligation. Accordingly, Xxxxxxx agrees to pay to the Company as soon as practicable, including through additional payroll withholding, any amount of the Tax Withholding Obligation that is not satisfied by the sale of shares described above. Unless otherwise authorized by the Administrator in its sole discretion, the sale of Stock will be the primary method used by the Company to satisfy the applicable Tax Withholding Obligation. (c) The Grantee expressly acknowledges that because this Award consists of an unfunded and unsecured promise by the Company to deliver Stock in the future, subject to the terms hereof, it is not possible to make a so-called “83(b) election” with respect to the Award.

Certain Tax Matters. The Participant expressly acknowledges that because this Award consists (a) Sellers shall, jointly and severally, be responsible for, will pay or cause to be paid, and will indemnify and hold harmless the Targets, Purchaser, and their Affiliates from and against any and all of an unfunded and unsecured promise by the Company to deliver Shares in the futurefollowing Taxes, subject except to the terms hereof, it is not possible to make a so-called “83(bextent that such Taxes are taken into account in determining the Minimum Working Capital Liquidity Threshold and are properly accrued on the Opening Balance Sheet: (i) election” all Taxes imposed on Sellers or any Target with respect to this Award. The Participant expressly acknowledges all taxable periods of Sellers or the Targets that end on or prior to the Closing Date; (ii) all Taxes imposed on the Targets under Treasury Regulation Section 1.1502-6 or any similar provision of state, local or foreign law as a result of the inclusion of the Targets in a Seller Consolidated Return on or prior to the Closing Date; and (iii) all Taxes allocated to Sellers pursuant to Section 7.11 hereof. (b) For periods ending on or prior to the Closing Date, Sellers shall cause the Targets to prepare and agrees that the Participant’s rights hereundertimely file at Targets' expense, including the right or cause to be issued Shares upon prepared and timely filed, consistently with prior practices Tax Returns (including, without limitation, if applicable, all consolidated, unitary or combined Tax Returns) for periods ending on or prior to the vesting and settlement Closing Date on which Sellers will include the operations of this Award each Target (or any portion thereofthe "Pre-Closing Returns"), are subject to it being understood that Lifestyles is not a part of the Participant’s promptly payingconsolidated Tax Returns of MRG. In connection therewith, or in respect of any later requirement of withholding, being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means as may be acceptable to the Committee in its discretion) all taxes required to be withheld, if any, in respect of this Award. The Participant Purchaser shall, at his or her electionand shall cause each Target to, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing provide to Sellers and its accountants and other Tax-related consultants reasonable access to any books and records that Seller may reasonably request in connection with the Company to withhold a number preparation of Shares or the Pre-Closing Returns; (ii) transferring cooperate with Sellers and their accountants and other Tax-related consultants as Sellers may reasonably need in preparing the Pre-Closing Returns; and (iii) if necessary, cause a duly elected and authorized officer of each Target (or its successor) (which may be Goldberg or Greenberg if so xxxxxxxxd xx Purchaser) to sign such Pre-Closing Returns as may require the signature of such an officer. Sellers shall give Purchaser a reasonable opportunity to review all Tax Returns prepared in accordance with this Section 7.11(b) and shall cooperate in good faith with Purchaser to reconcile any items identified by Purchaser in connection with its review and with regard to any necessary changes in order to file accurate Tax Returns. Following the Closing, Sellers shall cooperate with Purchaser and its accountants and other Tax-related consultants as Purchaser may reasonably need in transitioning any Tax records of the Targets and provide Purchaser with a list of all countries other than the United States in which the Targets have been subject to Taxes for the last two (2) years preceding the Closing. (c) Any Tax allocation or sharing agreement or arrangement which, prior to the Company shares of Common Stock owned by the ParticipantClosing Date, in each case, having an aggregate Fair Market Value (measured may have been entered into between a Target on the date such Shares would otherwise be delivered or are transferred to the Companyone hand, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (and any Seller or any portion thereof) unless and until of its Affiliates on the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federalother hand, state, or local requirements shall terminate with respect to tax withholdings then due such Target as of the Closing Date and has committed (and by holding this Award the Participant Sellers shall be deemed responsible for all amounts owing to have committedany third party pursuant to any such sharing agreements or arrangements. (d) to pay in cash all tax withholdings required at any later time in respect Any refunds of the transfer of such shares, or has made other arrangements satisfactory to the Committee Taxes paid with respect to Tax periods or portions thereof ending on or before the payment Closing Date that are received by Purchaser or a Target, and any such amounts credited against Tax to which Purchaser or a Target become entitled, shall be the property of Targets, the benefit of which shall be in favor of Purchaser; provided, however, that to the extent that such Tax refunds have been properly accrued, Sellers shall receive the benefit for purposes of the calculation of the Opening Balance Sheet Working Capital Amount. Without limiting the foregoing, any refunds of sales or use Taxes recovered by a Target as a result of a filing made after the Closing Date by Purchaser or a Target with respect to Taxes paid related to periods prior to the Closing Date shall be for the benefit of the applicable Target or Purchaser and remain the sole property of such taxes. The Participant also authorizes the Company and its Affiliates to withhold such amounts from any amounts otherwise payable to the Participant, but nothing in this sentence shall be construed as relieving the Participant of any liability for satisfying his Target or her obligations under the preceding provisions of this Section 5Purchaser.

Certain Tax Matters. The Participant expressly acknowledges following provisions shall govern the allocation of responsibility as between XXX and the Constituents for certain tax matters following the Closing. (a) For any tax period ending on or before the Closing Date, the Constituent Owners shall prepare or cause to be prepared all Returns for the respective Constituents that because this Award consists of are required to (or pursuant to an unfunded and unsecured promise by extension may) be filed after the Company to deliver Shares in the future, subject Closing Date. Subject to the terms hereofrequirements of applicable Law, it is not possible each such Return shall be prepared in a manner consistent such Constituents' past practices. (b) XXX and the Constituent Owners shall cooperate fully, as and to make a so-called “83(b) election” the extent reasonably requested by each other Party, in connection with the filing of Returns in accordance with this Section 6.11 and any audit, litigation, or other proceeding with respect to this AwardTaxes. The Participant expressly acknowledges Such cooperation shall include provision of appropriate powers of attorney or similar authorizations, the retention and agrees (upon request of either XXX or the relevant Constituent Owners) the provision of records and information that are reasonably relevant to any such audit, litigation, or other proceeding, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. XXX shall retain all books and records with respect to Tax matters pertinent to XXX relating to any tax periods and shall abide by all record retention agreements entered into with any taxing authority, and shall give the Participant’s rights hereunderConstituent Owners reasonable written notice prior to transferring, including destroying, or discarding any such books and records prior to the right expiration of the applicable statute of limitations for that tax period, and if the Constituent Owners so request, in the event of any proposed destruction or discarding of the books and records, XXX shall allow the Constituent Owners or their duly designated representative to be issued Shares take possession of the books and records. XXX and the Constituent Owners shall, upon the vesting and settlement of this Award (request, use their reasonable commercial efforts to obtain any certificate or other document from any Governmental Entity or any portion thereof), are subject to the Participant’s promptly paying, or in respect of any later requirement of withholding, being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means Person as may be acceptable necessary to the Committee in its discretion) all taxes required to be withheldmitigate, if any, in respect of this Award. The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing the Company to withhold a number of Shares or (ii) transferring to the Company shares of Common Stock owned by the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, statereduce, or local requirements with respect to tax withholdings then due and has committed eliminate any Tax that could be imposed (and by holding this Award the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Committee including with respect to the payment transactions contemplated hereby). Each of such taxes. either XXX or the relevant Constituent Owner shall pay its own expenses incurred in complying with this Section 6.11. (c) The Participant also authorizes RVision Owners and the Company CFed Owners shall, at their expense, be entitled to control any Tax audit of RVision and its Affiliates to withhold such amounts from any amounts otherwise payable CFed, respectively, to the Participantextent such audit affects or may affect the amount or character of income, but nothing in this sentence gain, or loss includible by any of the Constituents for periods or portions thereof ending on or before the Closing Date. XXX shall be construed as relieving control all Tax audit issues that the Participant of any liability for satisfying his Constituents are not entitled, or her obligations under the preceding provisions of this Section 5do not elect, to control.

Certain Tax Matters. The Participant expressly acknowledges (a) Buyer and Seller recognize and agree that because as between themselves, for purposes of federal, state and local tax laws only, (i) Seller will, if the transactions contemplated hereby are consummated, continue to be entitled to all benefits accrued and all rights vested, and shall, as between the parties to this Award consists of an unfunded and unsecured promise Agreement, remain liable for all tax obligations incurred by the Company to deliver Shares Corporation of any nature whatsoever, in the future, subject to the terms hereof, it is not possible to make a so-called “83(b) election” each case with respect to this Award. The Participant expressly acknowledges and agrees that the Participant’s rights hereunderperiod ending as of the time of Closing on the Closing Date (the "Pre-Closing Period"), including without limitation rights to indemnification by Lessee for taxes relating to such Pre-Closing Period under the right Lease Transaction Documents; and (ii) if the transactions contemplated hereby are consummated, the Corporation and Buyer shall be entitled, respectively, to all benefits accrued and all rights vested and shall, as between the parties to this Agreement, be issued Shares upon liable for all tax obligations incurred by the vesting and settlement of this Award Corporation, in each case with respect to the period after the PreClosing Period (or any portion thereofthe "Post-Closing Period"), are subject to the Participant’s promptly payingand shall be entitled, or in respect of any later requirement of withholding, being liable promptly to pay at such time as such withholdings are duewithout limitation, to the Company in cash (or by such other means as may be acceptable to the Committee in its discretion) all taxes required to be withheldrights, if any, in respect of this Awardto indemnification for taxes relating to such Post-Closing Period under the Lease Transaction Documents. The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing the Company to withhold a number of Shares or (ii) transferring to the Company shares of Common Stock owned by the ParticipantBuyer and Seller agree that, in all matters relating to any such rights and obligations, each caseshall act in a manner consistent with, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Companyand not in derogation of, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction any rights of this Award (or any portion thereof) unless and until the Participant Seller, Buyer or the person then holding this Award has remitted to Corporation hereunder or under the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Committee Lease Transaction Documents with respect to the payment Pre-Closing Period or the Post-Closing Period, as the case may be, and Buyer shall, with respect to the rights of Seller, cause the Corporation to act in a manner consistent with the foregoing. Any refunds, credits or other tax savings with respect to taxes properly attributed to the Pre-Closing Period shall be the property of the Seller and shall be paid over to the Seller by the Buyer or the Corporation. (b) Neither Seller nor the Buyer represents or warrants to the other party, and no inference shall be drawn from any provisions hereof that either party represents or warrants to the other party, that the transactions contemplated by the Lease Transaction Documents will have any particular federal or state income tax or other tax consequences. (c) Seller shall have the exclusive obligation and authority to file or cause to be filed all U.S. federal and state tax returns that are required to be filed with respect to the income, properties and operation of the Corporation or predecessors thereto, and pay any tax shown to be due thereon, for all taxable years or other taxable period ending prior to the Closing on the Closing Date. Buyer shall have the exclusive obligation and authority to file or cause to be filed all tax returns that are required to be filed with respect to the income, properties, and operation of the Corporation or any successor thereto, and pay any tax shown to be due thereon, for any taxable year or other taxable period after the Closing on the Closing Date. Buyer and Seller agree that (i) the sale and purchase of the Stock pursuant to this Agreement will be reported for all income tax purposes as a sale by the Seller and a purchase by the Buyer of all of the issued and outstanding common stock of the Corporation for the Purchase Price, and consistent with the Corporation being the owner of the Undivided Interest on the Closing Date, and (ii) that neither Seller nor Buyer shall make an election, or request that the other party make an election, pursuant to Section 338(h) (10) of the Code or otherwise, to treat such transaction as a sale by the Corporation of any or all of its assets, or to treat the Corporation as not owning the Undivided Interest on the Closing Date. (d) Seller and its duly appointed representative shall have the exclusive authority to control any audit or examination by any taxing authority, exercise control over the contest rights of the Lessee set forth in the Lease Transaction Documents, initiate any claim for refunds, amend any tax return, and accounts, resolve and defend against any assessment for additional taxes, notice of tax deficiency or other adjustment of taxes of or relation to any liability of the Corporation for taxes for any Pre-Closing Period, and Seller shall be entitled to any tax refund relating to any PreClosing Period. Buyer and its duly appointed representative shall have the exclusive authority to control any audit or examination by any taxing authority, exercise control over the contest rights of the Lessee set forth in the Lease Transaction Documents, initiate any claim for refunds, amend any tax return, and accounts, resolve and defend against any assessment for additional taxes, notice of tax deficiency or other adjustment of taxes of or relation to any liability of the Corporation for taxes for any Post-Closing Periods. (e) Following the Closing Date, Buyer shall make available to Seller such information and data in the custody of Buyer or the Corporation which relates to the Corporation and is required by Seller in order to discharge its obligations hereunder with respect to completing tax returns relating to the Corporation for the Pre-Closing Period. Buyer and Seller shall also provide each other with such assistance as may reasonably be requested by either of them in connection with the preparation of any other tax return or report, any audit or other examination by any taxing authority, or any judicial or administrative proceedings relating to any tax liability. The Participant also authorizes party requesting assistance hereunder shall reimburse the Company and its Affiliates to withhold other for reasonable out-of-pocket expenses incurred in providing such amounts from any amounts otherwise payable to the Participant, but nothing in this sentence shall be construed as relieving the Participant of any liability for satisfying his or her obligations under the preceding provisions of this Section 5assistance.

Certain Tax Matters. The Participant expressly acknowledges that because this Award consists (a) All transfer, documentary, sales, use, value-added, gross receipts, stamp, registration or other similar transfer taxes incurred in connection with the purchase, sale and transfer of an unfunded and unsecured promise the Class A Units as contemplated by the Company to deliver Shares terms of this Agreement, including all recording or filing fees, notarial fees and other similar costs of Closing, that may be imposed, payable, collectible or incurred (“Transfer Taxes”), shall be paid fifty (50) percent by the Members and fifty (50) percent by Buyer when due and, if required by applicable law, Buyer shall join in the future, subject to the terms hereof, it is not possible to make a so-called “83(b) election” execution of any necessary Tax Returns and other documentation with respect to this Award. any Transfer Taxes. (b) The Participant expressly acknowledges and agrees that the Participant’s rights hereunder, including the right Members’ Representative shall prepare or cause to be issued Shares prepared, and the Company shall timely file or cause to be timely filed, all Income Tax Returns of the Company or any of its Subsidiaries for all Pre-Closing Periods, as well as any other Tax Returns that reflect items that pass through to or are liabilities of the Members (any Tax Return described in this sentence, a “Member-Prepared Tax Return”). Neither Buyer nor the Company may file or amend any Member-Prepared Tax Return or any other Income Tax Return that relates to or would affect a Pre-Closing Period of the Company or any of its Subsidiaries, except as directed by the Members’ Representative or as required pursuant to a final determination. (c) Buyer, the Company and the Members shall reasonably cooperate, as and to the extent reasonably requested by the other party, and agree to furnish or cause to be furnished to each other, upon request, as promptly as reasonably practicable, such information (including reasonable access to books and records) and assistance as is reasonably necessary for the vesting filing of any Tax Return, the conduct of any Tax audit, and settlement for the prosecution or defense of any claim, suit or proceeding relating to any Tax matter. Buyer, the Company and the Members shall reasonably cooperate with each other in the conduct of any Tax audit or other Tax proceedings and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Award Section 6.5(c). (or any portion thereof), are subject to the Participant’s promptly paying, or d) Any refunds of Taxes in respect of a Pre-Closing Period (including the portion of any later requirement of withholdingtaxable period that includes, being liable promptly to pay at such time as such withholdings are duebut does not end on, to the Company in cash (or by such other means as may be acceptable to the Committee in its discretion) all taxes required to be withheldClosing Date, if any, in respect of this Award. The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing the Company to withhold a number of Shares or (ii) transferring to the Company shares of Common Stock owned by the Participant, in each case, having an aggregate Fair Market Value (measured that ends on the date such Shares would otherwise Closing Date) shall be delivered for the account of the Members and shall be paid over promptly upon receipt by Buyer or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Committee with respect to the payment of such taxes. The Participant also authorizes the Company and its Affiliates to withhold such amounts from any amounts otherwise payable to the Participant, but nothing in this sentence shall be construed as relieving the Participant of any liability for satisfying his or her obligations under the preceding provisions of this Section 5.

Certain Tax Matters. The Participant expressly acknowledges that because this Award consists Parties hereto intend for the Merger to be treated as a taxable sale of an unfunded and unsecured promise shares of the Company by the Company Holders, it being understood and agreed that neither Buyer nor Merger Sub nor any of their Affiliates, representatives or agents, make any representations or warranties to deliver Shares the Company or to any Company Holder regarding the Tax treatment of the Merger, or any of the Tax consequences to the Company or any Company Holder of this Agreement, the Merger or the other transactions or the other agreements contemplated by this Agreement. The Company acknowledges that the Company and the Company Holders are relying solely on their own Tax advisors in connection with this Agreement, the Merger and the other transactions and the other agreements contemplated by this Agreement. Notwithstanding the generality of the foregoing, the Parties hereby acknowledge and agree that, in the future, subject event that any Company Option that are “incentive stock option” as set forth on Section 3.3(b) of the Company Disclosure Schedule are exercised prior to the terms hereofClosing Date, the shares of Company Capital Stock transferred in respect of such exercise shall be the subject of a “disqualifying disposition” (within the meaning of Section 421(b) of the Code)as a result of the Merger, and it is not possible intended that the amount realized as a result of such “disqualifying disposition” attributable to make such a so-called disqualifying disposition for Tax purposes will be equal to the fair market value of such Company Capital Stock at the time of such “83(b) electiondisqualifying disposition,” which amount shall be reported on Form W-2 for the year in which such amounts are paid to the Company Holder pursuant to this Agreement; provided, however, that no amount with respect to this Award. The Participant expressly acknowledges and agrees that the Participant’s rights hereunder, including the right to be issued Shares upon the vesting and settlement of this Award (Escrow Amount or any portion thereof), are subject Contingent Payments will be reported on a Form W-2 to the Participant’s promptly paying, or in respect of any later requirement of withholding, being liable promptly such Company Holder prior to pay at such time as such withholdings are due, to the Company in cash (or by such other means as may be acceptable to the Committee in its discretion) all taxes required to be withheld, if any, in respect of this Award. The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount actual payment of such tax obligations amounts, except as otherwise expressly required by (i) authorizing a Taxing authority. Buyer, the Surviving Corporation and the applicable Company to withhold Holder shall file all Tax Returns consistently with the foregoing Tax treatment, except as otherwise expressly required by a number Taxing authority. Neither Buyer, the Surviving Corporation, nor any of Shares their Affiliates, agents or (ii) transferring to the Company shares of Common Stock owned by the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred representatives shall have any liability to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (any Company Holder or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Committee with respect to the payment of such taxes. The Participant also authorizes the Company and its their Affiliates to withhold such amounts from any amounts otherwise payable to the Participant, but nothing in this sentence shall be construed as relieving the Participant a result of any liability for satisfying his or her obligations under the preceding provisions of this Section 5Taxing authority taking a contrary position.

Certain Tax Matters. The Participant expressly acknowledges that because this Award consists of an unfunded and unsecured promise by After Closing, Buyer shall be ------------------- responsible for causing the Company Acquired Companies to deliver Shares in the future, subject to the terms hereof, it is not possible to make file on a so-called “83(b) election” with respect to this Award. The Participant expressly acknowledges and agrees that the Participant’s rights hereunder, including the right to be issued Shares upon the vesting and settlement of this Award (or any portion thereof), are subject to the Participant’s promptly paying, or in respect of any later requirement of withholding, being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means as may be acceptable to the Committee in its discretion) timely basis all taxes Tax Returns required to be withheld, if any, in respect of this Award. The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing the Company to withhold a number of Shares or (ii) transferring to the Company shares of Common Stock owned filed by the ParticipantAcquired Companies at any time after Closing, including Tax Returns that relate in each casewhole or in part to periods prior to Closing, having and to cause the Acquired Companies to pay all Taxes shown as due therein. Prior to filing Tax Returns that relate in whole or in part to periods prior to Closing, Buyer shall deliver copies thereof to Sellers and give Sellers an aggregate Fair Market Value (measured opportunity to provide Buyer with comments with respect thereto. Buyer shall prepare such Tax Returns on a basis consistent with the date such Shares would otherwise be delivered or are transferred to Tax Returns prepared for prior taxable periods. In the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (event Buyer or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such sharesAcquired Companies receives any communication regarding any pending or Threatened examination, claim, adjustment or has made other arrangements satisfactory to the Committee Proceeding with respect to the payment liability of any Acquired Company for Taxes (a) for any period prior to Closing and (b) for which Buyer seeks indemnification under Article 10 hereof, in addition to the notice provision of Section 10.6, ---------- ------------ Buyer shall promptly notify Sellers in writing thereof. Buyer shall, and shall cause the Acquired Companies to, keep Sellers apprised of the negotiations of any settlement of any proceedings described in this Section 7.4, and, without ----------- Sellers' prior written consent, Buyer shall not, and shall not permit the Acquired Companies to, pay or settle any such proceeding which would give rise to a claim of indemnification against Sellers under Article 10 of this ---------- Agreement. Buyer shall cause the Acquired Companies to preserve and retain all Tax Returns, work papers and other documents relating to such Tax Returns or proceedings until the expiration of the statutory period of limitations (with regard to waivers and extensions) of the taxable periods to which such documents relate, and shall make such documents available to Sellers and their representatives and advisers upon reasonable notice and at reasonable times, it being understood that Sellers and such representatives and advisers shall be entitled to make copies of such taxes. The Participant also authorizes the Company books and its Affiliates to withhold such amounts from any amounts otherwise payable to the Participant, but nothing in this sentence shall be construed as relieving the Participant of any liability for satisfying his or her obligations under the preceding provisions of this Section 5records.

Certain Tax Matters. The Participant expressly acknowledges that because following provisions shall govern the allocation of responsibility as between the Parent and the Sellers, on the one hand, and the Buyer, on the other hand, for certain Tax matters following the Closing: (a) All transfer taxes, deed, excise, stamps, and similar charges related to the sale of the Acquired Assets contemplated by this Award consists of an unfunded and unsecured promise Agreement (collectively, “Transfer Taxes”) shall be paid by the Company to deliver Shares Sellers. Except as set forth in the futureprior sentence, subject to the terms hereofall real property Taxes, it is not possible to make a so-called “83(b) election” with respect to this Award. The Participant expressly acknowledges personal property Taxes and agrees that the Participant’s rights hereunder, including the right to be issued Shares upon the vesting and settlement of this Award (or any portion thereof), are subject to the Participant’s promptly paying, or in respect of any later requirement of withholding, being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means as may be acceptable to the Committee in its discretion) all taxes required to be withheld, if any, in respect of this Award. The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing the Company to withhold a number of Shares or (ii) transferring to the Company shares of Common Stock owned by the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Committee ad valorem Taxes levied with respect to the payment Acquired Assets shall be prorated between the Sellers and the Buyer as of the end of the date of the Closing (which proportionate share of Sellers shall be based on the number of days in the applicable Tax period through the Closing Date, and which proportionate share of Buyer shall be the remaining number of days in such Tax period). To the extent that the amount of any such Taxes actually payable is subsequently determined to differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves within 30 days of the issuance of final Tax bills. (b) If (i) in any jurisdiction in which any of the Sellers files income, franchise, employment, sales and use or property Tax Returns, any tax clearance or other procedure is available for obtaining certification that all of such taxesTaxes have been paid, and (ii) such Sellers cannot establish to Buyer’s reasonable satisfaction that, in the absence of such certification, Buyer will not succeed, by reason of the purchase of the Acquired Assets pursuant to this Agreement, to any liability of such Sellers for any such Taxes, then such Sellers shall apply for such tax clearance certificates. Such Sellers shall, prior to Closing, provide Buyer with a copy of all such filings and certificates. (c) The parties shall mutually agree upon the allocation of the Purchase Price contemplated by this Agreement (in accordance with Section 1060 of the Code) and such allocations shall be used and respected by all of the parties for all Tax purposes, including, without limitation: determining the Sellers’ gain on sale of and Buyer’s tax basis in the Acquired Assets or the Business and preparing information reports and Tax filings (including any amended returns or claims for refund), such as IRS Form 8594. In the event that Buyer and Sellers are unable to agree on such allocation within 45 days of the Closing, Buyer and Sellers shall jointly engage the Neutral Accountants to resolve the dispute, and the determinations of the Neutral Accountants shall be conclusive and binding upon the parties. The Participant also authorizes costs, fees and expenses of the Company Neutral Accountants shall be borne equally by Buyer, on the one hand, and its Affiliates to withhold such amounts from any amounts otherwise payable Sellers and Parent, on the other hand. Any adjustments to the Participant, but nothing in this sentence Purchase Price pursuant to Section 1.5 hereof shall be construed allocated in a manner consistent with the allocation provided for hereunder. (d) Each party agrees to furnish or cause to be furnished to the other person(s), upon request, as relieving promptly as practicable, such information and assistance relating to the Participant Acquired Assets and Business as is reasonably necessary for the filing of all Tax returns and making of any liability election related to Taxes, the preparation for satisfying his any audit by any Governmental Authority, and the prosecution or her obligations under defense of any claim, suit or proceeding relating to any Tax return. Each party will cooperate with the preceding provisions other person(s) in the conduct of any audit or other proceeding related to Taxes involving the Acquired Assets or the Business. Sellers shall retain copies of all records necessary to comply with this Section 56.2(d), including all Tax returns, schedules and work papers and all material records or other documents relating thereto, until the expiration of the statute of limitations (including extensions) of the taxable years to which such Tax returns and other documents relate. Any information obtained under this Section 6.2(d) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax returns or claims for refund or in conducting any audit or other proceeding.

Certain Tax Matters. The Participant expressly acknowledges that because this Award consists of (a) In consideration for the Purchase Price and the Assumed Liabilities, within sixty (60) days after the Purchase Price is finally determined pursuant to Section 2.05, Purchaser shall prepare and deliver to Sellers an unfunded allocation statement (the “Allocation”) allocating the Purchase Price (and unsecured promise by the Company to deliver Shares in the future, subject Assumed Liabilities to the terms hereofextent properly taken into account under the Code) among the Purchased Assets in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, it is local or foreign Law, as appropriate). Sellers shall provide the Allocation to NRG for review and comment and shall send Purchaser a written notice of any objections to the Allocation within a commercially reasonable period of time following Purchaser’s delivery of the Allocation. Sellers, NRG and Purchaser shall work in good faith to resolve any disputes relating to the Allocation. If Sellers, NRG and Purchaser are unable to resolve any such dispute within twenty (20) days after Purchaser’s receipt of objections by Sellers and/or NRG, any remaining disputes shall be submitted to a nationally recognized independent public accounting firm as mutually agreed to by Sellers, NRG and Purchaser. The Allocation, as finally determined hereunder, shall be adjusted to reflect any adjustment to the Purchase Price provided under this Agreement as mutually agreed by Purchaser and Sellers (and agreed to by NRG). Purchaser and Sellers shall file all Tax Returns (including, but not possible limited to, Internal Revenue Service Form 8594) consistent with the Allocation, as finally determined hereunder (as adjusted in accordance with this Section 7.03(a)). Neither Purchaser nor Sellers shall take any Tax position inconsistent with such Allocation (as adjusted in accordance with this Section 7.03(a)) except as required, after using good faith efforts to make support the Allocation in any applicable challenge by a so-called “83(b) election” Governmental or Regulatory Authority, to settle a dispute with a Governmental or Regulatory Authority with respect to the Allocation. (b) All transfer, documentary, sales, use, stamp, recording, registration, controlling interest transfer and other similar Taxes and fees (including any penalties and interest, but excluding for the avoidance of doubt any gains or Income Taxes) (the “Transfer Taxes”) (if any such Transfer Taxes are incurred after accounting for applicable bankruptcy law) incurred in connection with this Award. The Participant expressly acknowledges transfer of the Purchased Assets from Sellers to Purchaser (and agrees that excluding, for the Participant’s rights hereunderavoidance of doubt, including the right to be issued Shares upon the vesting and settlement any Transfer Taxes associated with any pre-closing restructuring or other transfer of this Award (or any portion thereof), are subject with respect to the Participant’s promptly paying, or in respect of any later requirement of withholding, being liable promptly to pay at such time as such withholdings are due, Purchased Assets occurring prior to the Company in cash (or by such other means as may be acceptable to the Committee in its discretion) all taxes required to be withheldClosing, which Transfer Taxes shall constitute Transaction Fees and Expenses), if any, (collectively, the “Transaction Transfer Taxes”), shall be borne by Purchaser. Purchaser shall file all Tax Returns and other documentation required to be filed by Purchaser with respect to any such Transaction Transfer Taxes, and, if required by applicable Law, Sellers shall, and shall cause their Affiliates to, join in respect the execution of this Awardany such Tax Returns and other documentation. The Participant shall, at his parties shall cooperate in good faith to take such commercially reasonable actions as will minimize or her election, be permitted to satisfy reduce the statutory minimum amount of such tax obligations by Transaction Transfer Taxes. Moreover, the Parties will (iand will cause their Affiliates to) authorizing the Company to withhold a number of Shares or (ii) transferring cooperate to the Company shares of Common Stock owned extent reasonably requested by the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Committee with respect to the payment preparation of applicable Tax Returns and the conduct of Tax-related proceedings. No Transaction Transfer Taxes or Transaction Fees and Expenses shall be treated as Working Capital Liabilities. (c) For purposes of determining Closing Date Working Capital, the amount included in Working Capital Assets or Working Capital Liabilities with respect to Taxes for a Straddle Period shall equal (A) the amount of Taxes (determined without regard to any payments or credits prior to the Closing Date) that is allocable to the Pre-Closing Tax Period under this Section 7.03, reduced (including below zero) (B) by the amount paid to (or credited by) the applicable Governmental or Regulatory Authority prior to the Closing Date with respect to such Taxes (with a positive amount being included as a Working Capital Liability and the absolute value of a negative amount being included as a Working Capital Asset; provided, that in no event will the absolute value of a negative amount described in the preceding clause be included as a Working Capital Asset, except to the extent payable to Purchaser as a refund from the applicable Governmental or Regulatory Authority or creditable against Taxes for which Purchaser would otherwise be liable with respect to the Business or the Purchased Assets within twelve (12) months after the Closing). For the avoidance of doubt, in no event will Excluded Tax Liabilities for which Sellers (and not Purchaser or its Affiliates) will be liable as a matter of Law be included as a liability in the determination of Closing Date Working Capital. For property or similar Taxes, the amount allocable to the Pre-Closing Tax Period shall equal the amount of Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such taxes. The Participant also authorizes Pre-Closing Tax Period up to (but excluding) the Company Closing Date and its Affiliates to withhold the denominator of which is the number of calendar days in the entire Straddle Period, and for other Taxes shall equal the amount of Taxes for the part of the Straddle Period ending on the day before the Closing Date (computed based on a “closing of the books,” assuming the year ended as of the end of such amounts from any amounts otherwise payable to the Participant, but nothing in this sentence shall be construed as relieving the Participant of any liability for satisfying his or her obligations under the preceding provisions of this Section 5day).

Certain Tax Matters. (a) The Participant expressly acknowledges Seller and the Parent shall indemnify and hold the Company, the UK Company and the Buyer, and their Affiliates and successors (the "Buyer Indemnified Parties") harmless from and against any and all Taxes that because this Award consists are imposed on or assessed against them on account of an unfunded Taxes imposed upon the Company and unsecured promise the UK Company or their assets (i) with respect to all taxable periods ending on or prior to the Closing; (ii) with respect to any Person other than any of the Company and the UK Company arising under Reg. Section 1.1502-6 (or any similar provision or state, local, or foreign law), or as a transferee or successor or by contract or otherwise; (iii) with respect to any and all Taxes allocated to Seller pursuant to Section 5.8(d), provided, however, that such indemnification shall apply only if and to the extent, but only to the extent, that the liability for such Taxes exceeds the liabilities or accruals taken into account in the preparation of the Closing Date Balance Sheet for Taxes relating to such periods. (b) The Buyer shall be responsible for, and shall pay or cause to be paid, and shall indemnify and hold the Seller harmless from and against, any and all Taxes that may be imposed on or assessed against the Seller on account of Taxes imposed on the Company or its assets and the UK Company (i) for any taxable periods ended on or prior to the Closing Date, if and to the extent, but only to the extent, that the liability for such Taxes does not exceed the liabilities or accruals taken into account in the preparation of the Closing Date Balance Sheet for Taxes relating to such periods; (ii) with respect to taxable periods of the Company and the UK Company beginning after the Closing Date; and (iii) with respect to any Taxes that arise by virtue of transactions occurring outside the ordinary course of business on the Closing Date and after the Closing, and (iv) with respect to any and all Taxes allocated to the Buyer pursuant to Section 5.8(d) hereof. (c) All refunds of Taxes received by the Company to deliver Shares in the future, subject to the terms hereof, it is not possible to make a so-called “83(b(including amounts utilized as credits against Taxes for periods after Closing) election” for Taxes paid with respect to this Award. The Participant expressly acknowledges periods prior to Closing shall be property of Seller and agrees shall be delivered to Seller within five (5) days of the Company's receipt (or claiming of the credit); provided, however, that the Participant’s rights hereunder, including the right refunds to be issued Shares upon the vesting and settlement of this Award (or any portion thereof), are subject delivered to the Participant’s promptly payingSeller shall be reduced to take into account (i) Taxes payable on the interest portion of such Tax refunds, or and (ii) any withholding Taxes imposed on the Company by reason of the delivery of the refund to Seller; provided, further, that the reduction in respect of any later requirement of withholding, being liable promptly to pay at such time as such withholdings are due, the preceding clause (ii) shall not be to the extent the Buyer or an affiliate will be entitled to offset its US Taxes for the amount of the withholding tax paid, and the Buyer will and will cause the Company and the UK Company to take all reasonable steps to minimize or eliminate such withholding. (d) To the extent permitted by law, in cash (preparing the relevant Tax Return, the Company and the Buyer shall close the taxable period of the Company and the UK Company on the Closing Date. In any case where Requirements of Law prohibits either the Company or by such other means as may be acceptable to the Committee in UK Company from closing its discretion) all taxes required to be withheldtaxable year on the Closing Date, then Taxes, if any, in respect attributable to the taxable period of the Company and the UK Company beginning before and ending after the Closing Date shall be allocated (i) to Seller for the period up to and including the Closing Date (but excluding any Taxes that arise on the Closing Date by virtue of transactions occurring outside the ordinary course of business after the Closing and including subpart F income earned on or prior to the Closing Date), and (ii) to Buyer for the period subsequent to the Closing Date. For purposes of this Award. The Participant shallSection 5.8(d), at his Taxes for the period up to and including the Closing Date ("Seller's Taxes") shall be determined on the basis of an interim closing of the books as of the end of the Closing Date; provided, however, that in the case of any Tax not based on income or her electionreceipts and exemptions, allowances or deductions calculated on an annual basis, such Seller's Taxes shall be permitted equal to satisfy the statutory minimum amount of such tax obligations Tax for the taxable year multiplied by a fraction, the numerator of which shall be the number of days from the beginning of the taxable year through the Closing Date, and the denominator of which shall be the number of days in the taxable year. (e) Seller shall be responsible for preparing and filing or causing to be filed all Tax Returns required to be filed by or on behalf of the Company and the UK Company for all periods ending on or prior to the Closing Date ("Seller's Closing Tax Returns"). Such returns shall be prepared on a basis that is consistent with past practices. Seller shall provide Buyer with a copy of the pro forma Tax Return at least twenty (20) days prior to filing for Buyer's review and comment. Seller shall timely pay or cause to be paid, all Taxes to which such returns relate for all periods covered by such returns except to extent reserves therefor have been established on the Closing Date Balance Sheet, in which event Buyer shall pay such Taxes. (f) The Buyer shall be responsible for preparing and filing or causing to be filed all Tax Returns required to be filed by or on behalf of the Company and the UK for periods that begin before but end after the Closing Date ("Straddle Returns"). Such returns shall be prepared on a basis that is consistent with past practice. Without limiting the Buyer's rights under Article 8 of this Agreement, the Buyer shall pay or cause to be paid all Taxes to which such returns relate for all periods covered by such returns. The Buyer will provide the Seller with copies of the Straddle Period Returns at least twenty days before the due date for filing for the Seller's review and comment. Seller and its Tax advisors shall cooperate with Buyer and its Tax advisors from the Closing Date, and shall make available all work papers and relevant schedules for the preparation of the Company's and the UK Company Tax Returns including the Straddle Returns. (g) Without the Seller's prior written permission, the Buyer shall not, and shall not permit the Company, to file any amended Tax Returns for periods that include the period prior to Closing. (h) The Seller and the Buyer shall cooperate fully with each other and make available to each other in a timely fashion such Tax data and other information and personnel as may be reasonably required for the payment of any estimated Taxes and the preparation of any Tax Returns required to be prepared hereunder. The Seller and the Buyer shall make available to the other, as reasonably requested, all information, records or documents in their possession relating to Tax liabilities of the Company and the UK Company for all taxable periods thereof ending on, before or including the Closing Date and shall preserve all such information, records and documents until the expiration of any applicable Tax statute of limitations or extensions thereof; provided, however, that in the event a proceeding has been instituted for which the information, records or documents are required prior to the expiration of the applicable statute of limitations such information, records or documents shall be retained until there is a final determination with respect to such proceeding. (i) authorizing The Buyer and the Company to withhold a number of Shares or (ii) transferring to the Company shares of Common Stock owned Seller shall promptly notify each other in writing upon receipt by the ParticipantBuyer, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant UK Company, the Parent or the person then holding this Award has remitted to Seller, as the Company an amount in cash sufficient to satisfy case may be, of any federalnotice of any Tax audits, statereviews, examinations, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at investigations of or assessments against any later time in respect of the transfer them that include potential taxes of such shares, or has made other arrangements satisfactory to the Committee with respect to the payment of such taxes. The Participant also authorizes the Company and its Affiliates to withhold such amounts from any amounts otherwise payable the UK Company for taxable periods beginning prior to the ParticipantClosing Date and ending prior to or on or after the Closing Date or periods ending after the Closing Date for which the Seller may be liable (the "Tax Notification Periods"). The failure of one party promptly to notify the other party of any such audit or assessment shall not forfeit the right to indemnity except to the extent that the Seller is materially prejudiced as a result. The Seller shall have the sole right to represent the Company's and the UK Company interests in any Tax proceeding relating to such Tax audits or assessments and to employ counsel of its choice at its expense; provided, however, that Buyer shall have the right to consult with the Seller regarding any Tax audit or assessment relating to any Tax Notification Period, and provided further, that Seller shall not settle, compromise or conclude any tax proceeding without prior written consent of the Buyer, which shall not be unreasonably withheld or delayed. The Buyer, on the one hand, and the Seller, on the other, each agree to cooperate fully with the other and its or their respective counsel in the defense against or compromise of any claim in any Tax proceeding. (j) The Seller and the Buyer agree that any payments made hereunder or under Article 8 (whether made directly to a party or to another indemnitee) will be treated by the parties as an adjustment to the aggregate Purchase Price, to the extent permitted by law. (k) All obligations under this Section 5.8 shall survive the Closing hereunder and continue until 10 days following the expiration of the statute of limitations on assessment of the relevant Tax. Notwithstanding the foregoing, any claim for indemnification hereunder shall survive such termination date if, prior to the termination date, the party making the claim shall have advised the other party in writing of facts that may constitute or give rise to an alleged claim for indemnification, specifying in reasonable detail the basis under this Agreement for such claim. (l) Except as expressly provided in this Section 5.8, any claims for indemnification made pursuant to this Section 5.8 shall be made in accordance with the procedures set forth in Section 8.5. (m) The same item of Tax may be indemnified under this Section 5.8, or Article 8, but nothing in this sentence shall be construed as relieving the Participant of any liability for satisfying his or her obligations nor under the preceding provisions of this Section 5both.

Certain Tax Matters. The Participant expressly (a) Each of you and the Company acknowledges and agrees that because no payments to be made pursuant to this Award consists agreement or in connection with the issuance to you of equity interests by Parent are intended to be “parachute payments” (as defined in § 280G(b)(2) of the Code). In furtherance of such intention, each of you and the Company acknowledges and agrees that in connection with any change in the ownership or control of the Company and its subsidiaries, or a member of the Company or any other fundamental corporate transaction which would implicate Code § 280G, the parties will confer in an unfunded attempt to qualify for the private company exception set forth in Code § 280G(b)(5)(ii), it being agreed that neither party shall be legally obligated to do so. (b) Notwithstanding the intention of you and unsecured promise the Company set forth in Section 14(a), if at any time it is determined (as hereafter provided) that any payment by the Company to deliver Shares you, whether pursuant to the terms of this agreement or the lapse or termination of any vesting restriction set forth in any agreement governing the futureterms and conditions of any equity issuance to you by Parent or otherwise (a “Payment”), would be subject to the terms hereofexcise tax imposed by Section 4999 of the Code by reason of being “contingent on a change in ownership or control” of the Company or its subsidiaries, or a member of the Company within the meaning of Section 280G of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereafter collectively referred to as the “Excise Tax”), then you shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by you of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, you retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (c) Subject to the provisions of Section 14(d), all determinations required to be made under this Section 14, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the Company’s independent accounting firm (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and you within 15 business days of the receipt of notice from the Company that there has been a Payment. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 14, shall be paid by the Company to you not later than the due date for the payment of any Excise Tax. Any determination by the Accounting Firm shall be binding upon the Company and you. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not possible have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 14(d) and you thereafter are required to make a sopayment of any Excise Tax, the Accounting Firm February 12, 2010 shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to you, and in no event later than the end of the calendar year following the year in which you remit any Excise Tax to the Internal Revenue Service. (d) You shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-called “83(b) election” Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after you are informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. You shall not pay such claim prior to the expiration of the 30 day period following the date on which you give such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to this Awardsuch claim is due). The Participant expressly acknowledges and agrees that If the Participant’s rights hereunder, including the right to be issued Shares upon the vesting and settlement of this Award (or any portion thereof), are subject Company notifies you in writing prior to the Participant’s promptly payingexpiration of such period that it desires to contest such claim, or you shall: (i) provide the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect of any later requirement of withholdingto such claim by an attorney selected by the Company, being liable promptly to pay at such time as such withholdings are due, to (iii) cooperate with the Company in cash good faith in order to effectively contest such claim, and (or by such other means as may be acceptable to the Committee in its discretioniv) all taxes required to be withheld, if any, in respect of this Award. The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing permit the Company to withhold a number of Shares or (ii) transferring participate in any proceedings relating to such claim; provided that the Company shares of Common Stock owned shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred by the ParticipantCompany in connection with such contest and shall indemnify and hold you harmless, in each caseon an after-tax basis, having an aggregate Fair Market Value for any Excise Tax or income tax (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless including interest and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements penalties with respect to tax withholdings then due and has committed (and by holding this Award the Participant shall be deemed to have committedthereto) to pay in cash all tax withholdings required at any later time in respect of the transfer imposed as a result of such shares, or has made other arrangements satisfactory to contest. Without limiting the Committee with respect to the payment of such taxes. The Participant also authorizes the Company and its Affiliates to withhold such amounts from any amounts otherwise payable to the Participant, but nothing in this sentence shall be construed as relieving the Participant of any liability for satisfying his or her obligations under the preceding foregoing provisions of this Section 514(d), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct you to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and you agree to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided that if the Company directs you to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to you, on an interest-free basis and shall indemnify and hold you harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any February 12, 2010 imputed income with respect to such advance; and provided further that any extension of the statute of limitations relating to payment of taxes for your taxable year with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and you shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (e) If, after the receipt by you of an amount advanced by the Company pursuant to Section 14(d), you become entitled to receive any refund with respect to such claim, you shall promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon, but after taxes applicable thereto). If, after the receipt by you of an amount advanced by the Company pursuant to Section 14(d), a determination is made that you shall not be entitled to any refund with respect to such claim and the Company does not notify you in writing of its intent to contest such denial of refund prior to the expiration of 30 days immediately following such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

Certain Tax Matters. (a) The Participant expressly acknowledges that because this Award consists Parties agree that, for U.S. federal income tax purposes, the contribution of an unfunded the Contributor Party Interests to DM Sub constitutes a capital contribution by each Contributor Party of its respective Contributor Party Interest to DM in a transaction governed by Section 721 of the Code and unsecured promise by the Company to deliver Shares in the future, subject to the terms hereof, it is not possible to make a so-called “83(b) election” with respect to this Award. The Participant expressly acknowledges and each Party agrees that it will treat and report the Participant’s rights hereundercontribution consistent with the foregoing. (b) The Contributor Parties and the Acquirer Parties shall work together in good faith to cause Iroquois’ items of taxable income, including the right to be issued Shares upon the vesting loss, gain, deduction, and settlement of this Award (or any portion thereof), are subject to the Participant’s promptly paying, or in respect of any later requirement of withholding, being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means as may be acceptable to the Committee in its discretion) all taxes required to be withheld, if any, in respect of this Award. The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing the Company to withhold a number of Shares or (ii) transferring to the Company shares of Common Stock owned by the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Committee credit with respect to the payment Contributor Party Interests for the taxable year which includes the Closing Date to be allocated between the Contributor Parties and DM Sub in accordance with the interim closing of such taxesthe books method. (c) The Contributor Parties acknowledge that the general partner of DM will apply the remedial method, within the meaning of Treasury Regulation section 1.704-3(d), to tax items that DM will allocate to its partners as required by Section 6.2(b) of the DM LPA. The Participant also authorizes Contributor Parties further acknowledge that the Company and its Affiliates to withhold such amounts from any amounts otherwise payable foregoing allocation method will result in DM making remedial income allocations to the ParticipantContributor Parties with respect to the Contributor Party Interests held by DM. (d) Any Transfer Taxes incurred in connection with the contribution of the Contributor Party Interests pursuant to this Agreement shall be borne 50% by the Contributor Parties and 50% by the Acquirer Parties. (e) Each Party shall file, to the extent required by applicable Tax Law, all necessary Tax Returns and other documentation with respect to all Taxes for which such Party is responsible hereunder. In addition, each Party shall provide the other Parties with such assistance as may be reasonably requested by the other Parties or otherwise required by applicable Tax Law in connection with the preparation, execution and/or filing of any Tax Return and other related documentation, any audit or other examination by any Governmental Authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting Party with any records or information which may be relevant to such return, audit or examination, proceedings or determination. (f) The Contributor Parties shall provide the Acquirer Parties with all information reasonably requested by the Acquirer Parties regarding the Contributor Parties’ tax basis with respect to its Contributor Party Interests to the extent known (or reasonably obtainable) by the Contributor Parties. The Contributor Parties acknowledge and agree that the Acquirer Parties will and may rely on such tax basis information (as updated for additional information after Closing), which will be provided as soon as reasonably practical, but nothing in no event more than sixty (60) days after Closing, in determining the Contributor Parties’ share of taxable income, loss, gain, and deduction for purposes of Section 704(c) of the Code and the Treasury Regulations thereunder with respect to the New DM Units. The Acquirer Parties shall have no indemnification obligation under this sentence shall be construed as relieving Agreement (including pursuant to Section 8.1(b)) to the Participant of extent the Contributor Parties suffer any Adverse Consequences attributable to increased liability for satisfying his or her obligations Taxes that are attributable solely to the inaccuracy of the tax basis information provided under the preceding provisions of this Section 55.4(f).

Certain Tax Matters. (a) The Participant expressly acknowledges Issuers will treat the Issuers and the Notes as described in the “Certain U.S. Federal Income Tax Considerations” section of the Offering Circular for all U.S. federal, state and local income tax purposes and will take no action inconsistent with such treatment unless required by law. (b) The Issuer and Co-Issuer shall prepare and file, or shall hire accountants and the accountants shall cause to be prepared and filed (and, where applicable, delivered to the Issuer or Holders) for each taxable year of the Issuer and the Co-Issuer the federal, state and local income tax returns and reports as required under the Code, or any tax returns or information tax returns required by any governmental authority which the Issuer and the Co-Issuer are required to file (and, where applicable, deliver), and shall provide to each Holder any information that because this Award consists such Holder reasonably requests in order for such Holder to comply with its U.S. federal, state or local tax and information return and reporting obligations. (c) Notwithstanding any provision herein to the contrary, the Issuer shall take any and all reasonable actions that may be necessary or appropriate to ensure that the Issuer satisfies any and all withholding and tax payment obligations under Code Sections 1441, 1442, 1445, 1446, 1471, 1472, and any other provision of an unfunded and unsecured promise the Code or other applicable law. Without limiting the generality of the foregoing, the Issuer may withhold any amount that it or any advisor retained by the Company to deliver Shares in the future, subject to the terms hereof, it Trustee on its behalf determines is not possible to make a so-called “83(b) election” with respect to this Award. The Participant expressly acknowledges and agrees that the Participant’s rights hereunder, including the right to be issued Shares upon the vesting and settlement of this Award (or any portion thereof), are subject to the Participant’s promptly paying, or in respect of any later requirement of withholding, being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means as may be acceptable to the Committee in its discretion) all taxes required to be withheld, if any, in respect of this Award. The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing the Company to withhold a number of Shares or (ii) transferring to the Company shares of Common Stock owned by the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Committee with respect to the payment of such taxes. The Participant also authorizes the Company and its Affiliates to withhold such amounts withheld from any amounts otherwise payable distributable to any Person. (d) Upon written request, the Trustee and the Registrar shall provide to the ParticipantIssuer, but nothing the Collateral Manager or any agent thereof in this sentence shall accordance with Section 14.3 any information specified by such parties regarding the Holders of the Notes and payments on the Notes that is reasonably available to the Trustee or the Registrar, as the case may be, and may reasonably be construed as relieving necessary for the Participant of any liability for satisfying his Issuer to comply with FATCA and the Cayman FATCA Legislation. (e) The Issuer (or her an agent acting on its behalf) will take such reasonable actions, including hiring agents or advisors, consistent with law and its obligations under this Indenture, as are necessary for compliance with FATCA and the preceding provisions Cayman FATCA Legislation, including appointing any agent or representative to perform due diligence, withholding or reporting obligations of the Issuer pursuant to FATCA and the Cayman FATCA Legislation, and any other action that the Issuer would be permitted to take under this Section 5Indenture necessary for compliance with FATCA and the Cayman FATCA Legislation.

Certain Tax Matters. (a) All obligations of the Company under this Agreement shall be subject to the rights of the Company to withhold amounts required to be withheld for any Taxes, if applicable. The Participant Grantee expressly acknowledges and agrees that the Grantee’s rights hereunder are subject to the Grantee promptly paying to the Company or an Affiliate in cash (or by such other means as may be acceptable to the Company in its discretion, including, if the Administrator so determines, by the delivery of previously acquired shares of Stock or shares of Stock acquired hereunder or by the withholding of shares of Stock from any payment hereunder in accordance with the procedures approved by the Board or the Compensation Committee) any income taxes, employment taxes, social insurance, social security, payroll tax, national insurance contributions, levies, other contributions, payment on account obligations or other amounts required by law to be collected, withheld or accounted for with respect to the vesting of the Performance Units (the “Taxes”). (b) The Grantee expressly acknowledges that because this the Award consists of an unfunded and unsecured promise by the Company to deliver Shares Stock in the future, subject to the terms hereof, it is not possible to make a so-called “83(b) election” with respect to this the Award. The Participant expressly acknowledges and agrees that the Participant’s rights hereunder, including the right . (c) This award of Performance Units is intended to be issued Shares exempt from or comply with the applicable requirements of Code Section 409A and shall be administered in accordance with Code Section 409A. Notwithstanding anything in this Agreement to the contrary, if the Performance Units constitute “deferred compensation” under Code Section 409A and the Performance Units become vested and settled upon the vesting and settlement Grantee’s termination of this Award (or any portion thereof)Employment, are subject to the Participant’s promptly paying, or in respect of any later requirement of withholding, being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means as may be acceptable to the Committee in its discretion) all taxes required to be withheld, if any, in respect of this Award. The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing the Company to withhold a number of Shares or (ii) transferring to the Company shares of Common Stock owned by the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Committee payment with respect to the Performance Units shall be delayed for a period of six months after the Grantee’s termination of Employment if the Grantee is a “specified employee” as defined under Code Section 409A (as determined by the Company) and if required pursuant to Code Section 409A. If payment is delayed, the shares of Stock of the Company and accrued cash dividend equivalents shall be distributed within 30 days after the date that is the six-month anniversary of the Grantee’s termination of Employment. If the Grantee dies during the six-month delay, the shares of Stock and accrued cash dividend equivalents shall be distributed within 60 days following the Grantee’s death in accordance with the Grantee’s will or under the applicable laws of descent and distribution. If required by Code Section 409A, payment following vesting on a Covered Transaction can only be made if the Covered Transaction is a “change of control event” as defined under Code Section 409A, and if the Covered Transaction is not a “change of control event” as defined under Code Section 409A, payment will be made within 60 days following the earlier to occur of (x) the Vesting Date, or (y) the date the Grantee incurs a CIC Termination (or as otherwise set forth in Section 6 consistent with Code Section 409A). Notwithstanding any provision to the contrary herein, payments made with respect to this award of Performance Units may only be made in a manner and upon an event permitted by Code Section 409A, and all payments to be made upon a termination of Employment hereunder may only be made upon a “separation from service” as defined under Code Section 409A, if required pursuant to Code Section 409A. To the extent that any provision of this Agreement would cause a conflict with the requirements of Code Section 409A, or would cause the administration of the Performance Units to fail to satisfy the requirements of Code Section 409A, such taxesprovision shall be deemed null and void to the extent permitted by applicable law. In no event shall the Grantee, directly or indirectly, designate the calendar year of payment. If the Performance Units constitute “deferred compensation” under Code Section 409A and payment is subject to the execution of a Release, and if such payment could be made in more than one taxable year, payment shall be made in the later taxable year, if required by Code Section 409A. (d) Regardless of any action the Company or an Affiliate takes with respect to any Taxes, the Grantee acknowledges that the ultimate liability for all Taxes legally due by the Grantee is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or an Affiliate. The Participant also authorizes Grantee further acknowledges that the Company and its Affiliates to withhold such amounts from any amounts otherwise payable to (i) make no representations or undertakings regarding the Participant, but nothing in this sentence shall be construed as relieving the Participant treatment of any Taxes in connection with any aspect of the Performance Units, including the award, vesting or settlement of the Performance Units and the subsequent sale of any shares of Stock received following the vesting of the Performance Units and the receipt of any dividends; and (ii) does not commit to structure the terms of the award or any aspect of the Performance Units to reduce or eliminate the Grantee’s liability for satisfying his Taxes. Further, if the Grantee has become subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable or her obligations under tax withholding event, as applicable, the preceding provisions of this Section 5Grantee acknowledges that the Company or an Affiliate may be required to collect, withhold or account for Taxes in more than one jurisdiction.

Certain Tax Matters. The Participant expressly acknowledges that because this Award consists (a) At or after the Closing, all personal property Taxes, real property Taxes and similar ad valorem Taxes pertaining to the Purchased Assets (“Pro-Rated Taxes”) for any Tax year or period beginning on or before and ending after the Closing Date (“Straddle Period”) shall be prorated on the basis of an unfunded and unsecured promise the number of days of the relevant Tax year or period which have elapsed through the Closing Date, determined without reference to any change of ownership occasioned by the Company to deliver Shares in consummation of the future, subject Transaction. Seller shall be responsible for that portion of such amounts relating to the terms hereofportion of the Straddle Period ending on the Closing Date and Buyer shall be responsible for that portion of such amounts relating to the portion of the Straddle Period beginning after the Closing Date. The amount of all such prorations shall be settled and paid on the Closing Date; provided, it is not possible to make a so-called “83(b) election” however, that final payments with respect to this Awardprorations that are not able to be calculated on the Closing Date shall be calculated and paid as soon as practicable thereafter. (b) Buyer and Seller shall cooperate, as and to the extent reasonably requested by either party, in connection with the filing of any Tax Returns and any Action with respect to Taxes, in each case relating to the Purchased Assets or the Business. The Participant expressly acknowledges Such cooperation shall include the retention and agrees that (upon a party’s reasonable request) the Participant’s rights provision of records and information which are reasonably relevant to any such Tax Return or Action, making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, including and timely notification of receipt of any notice of an Action or notice of deficiency relating to any Tax or Tax Return with respect to which the right to be issued Shares upon the vesting and settlement of this Award (or any portion thereof)non-recipient may have liability hereunder; provided, are subject however, that notwithstanding anything else to the Participant’s promptly payingcontrary herein, or in respect of any later requirement of withholding, being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means as may Buyer and its Affiliates and Owners shall not be acceptable to the Committee in its discretion) all taxes required to be withheldprovide any Tax Returns of Buyer and its Affiliates or Owners to any other party pursuant to this Section 6.7. (c) For the avoidance of doubt, if any, in respect of this Award. The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by Seller shall (i) authorizing timely prepare and file all Tax Returns required by applicable Law to be filed by Seller for all Tax periods ending on or before, or including, the Company to withhold a number of Shares or Closing Date and (ii) transferring subject to Section 6.7(a), timely pay all Taxes shown as due thereon. (d) Within thirty (30) days after the Company shares Closing Date, Seller Parties shall deliver to Buyer evidence reasonably satisfactory to Buyer that the requisite stockholder approvals under Section 280G(b)(5)(B) of Common Stock owned by the Participant, Code were obtained for each entity listed in each case, having an aggregate Fair Market Value (measured on Schedule 4.2(a) of the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements Disclosure Schedule with respect to tax withholdings then due any and all payments or benefits that has committed (and been, will be, or may be made or provided under this Agreement, under any arrangement contemplated by holding this Award Agreement, or under any Benefit Plan that, either alone or together with any other payments or benefits, could constitute a “parachute payment” within the Participant shall be deemed to have committedmeaning of Section 280G(b)(2) to pay in cash all tax withholdings required at any later time in respect of the transfer Code in the absence of stockholder approval of such sharespayments and benefits. Buyer and Seller Parties shall cooperate, or has made other arrangements satisfactory as and to the Committee extent reasonably requested by either party, in connection with respect to the payment of obtaining such taxes. The Participant also authorizes the Company and its Affiliates to withhold such amounts from any amounts otherwise payable to the Participant, but nothing in this sentence shall be construed as relieving the Participant of any liability for satisfying his or her obligations under the preceding provisions of this Section 5stockholder approvals.

Certain Tax Matters. (a) The Participant expressly acknowledges Parties hereto agree that because this Award consists of an unfunded all real property Taxes, personal property Taxes, and unsecured promise by the Company to deliver Shares in the futuresimilar ad valorem obligations, subject to the terms hereofas well as any special assessments, it is not possible to make a so-called “83(b) election” that are levied with respect to this Awardthe Acquired Assets or Business for assessment or Tax periods within which the Closing Date occurs (the “Apportioned Obligations”) shall be apportioned between Seller and Parent, on the one hand, and Buyer, on the other hand, based on the number of days in any such period falling on or prior to the Closing Date, on the one hand, and the number of days falling after the Closing Date, on the other hand, respectively. Each of the Parties shall be responsible for and shall timely pay (or promptly reimburse the other Party) with respect to its apportioned share of the Apportioned Obligations. The Participant expressly acknowledges Parties shall cooperate in timely making all filings, returns, reports, and agrees that the Participant’s rights hereunder, including the right to be issued Shares upon the vesting and settlement of this Award (or any portion thereof), are subject to the Participant’s promptly paying, or in respect of any later requirement of withholding, being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means forms as may be acceptable required to comply with the provisions of the relevant Tax Laws. (b) Each of Parent and Seller shall bear and be responsible for, and shall timely pay (or promptly reimburse Buyer with respect to) all sales, use, transfer, documentary, recording, gains and similar Taxes and fees, and any deficiency, interest or penalty asserted with respect thereof (collectively, “Transfer Taxes”) arising out of its sale or transfer of the Acquired Assets pursuant to this Agreement. The Parties shall cooperate as to the Committee filing of all necessary documentation with respect to such Transfer Taxes. (c) Except as otherwise provided in its discretion) all taxes required to be withheldthis Agreement, if anyas between Seller and Parent, in respect of this Award. The Participant shallon the one hand, at his or her electionand Buyer, be permitted to satisfy on the statutory minimum amount of such tax obligations by other hand: (i) authorizing the Company to withhold a number of Shares or Seller and Parent shall be responsible for and shall timely pay all Excluded Taxes; and (ii) transferring Buyer shall be responsible for and shall pay all Taxes levied or imposed in connection with the ownership of the Acquired Assets and the operation of the Business during periods after the Closing Date. (d) Neither Seller nor Parent shall file an amended Tax Return or make an election with respect to periods or portions thereof ending on or before the Closing without the written consent of Buyer if the amendment or election could adversely affect Buyer, the Business or the Acquired Assets. (e) Seller and Parent shall retain originals (if not turned over to Buyer) and copies of all Tax Returns, schedules, work papers, records and other documents relating to Tax matters with respect to the Company shares Business and the Acquired Assets until sixty (60) days after the expiration of Common Stock owned the applicable statute of limitations with respect to such Tax matters. (f) Each Party shall provide each other Party with such assistance as may reasonably be requested by any of them in connection with the Participant, in each case, having an aggregate Fair Market Value preparation of any filings with any taxing authorities (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, local or local requirements otherwise) and with respect any Action relating to tax withholdings then due and has committed (and by holding this Award liability for Taxes, in either case in connection with the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect operation of the transfer Business or the Acquired Assets. Such assistance shall include making employees available on a mutually convenient basis to provide information and explanation of such sharesany material provided hereunder, or has made other arrangements satisfactory and shall include providing copies of any relevant information, data, reports, Tax Returns and supporting work schedules, to the Committee extent such is available. Buyer, on the one hand, and Seller and Parent, on the other hand, each agree to reimburse one another for its reasonable out-of-pocket expenses, such as travel costs, incurred by it, as the case may be, in connection with respect to the payment of such taxes. The Participant also authorizes the Company and its Affiliates to withhold such amounts from any amounts otherwise payable to the Participant, but nothing in this sentence shall be construed as relieving the Participant of any liability for satisfying his or her performing obligations under the preceding provisions of this Section 56.08(f); provided that such reimbursable expenses shall not include any per diem or other expenses in the nature of salary replacement or overhead absorption measures.

Certain Tax Matters. (a) The Participant expressly acknowledges Parties hereto agree that because this Award consists of an unfunded all real property Taxes, personal property Taxes, and unsecured promise by the Company to deliver Shares in the futuresimilar ad valorem obligations, subject to the terms hereofas well as any special assessments, it is not possible to make a so-called “83(b) election” that are levied with respect to this Awardthe Acquired Assets or Business for assessment or Tax periods within which the Closing Date occurs (the "Apportioned Obligations") shall be apportioned between Seller and Parent, on the one hand, and Buyer, on the other hand, based on the number of days in any such period falling on or prior to the Closing Date, on the one hand, and the number of days falling after the Closing Date, on the other hand, respectively. Each of the Parties shall be responsible for and shall timely pay (or promptly reimburse the other Party) with respect to its apportioned share of the Apportioned Obligations. The Participant expressly acknowledges Parties shall cooperate in timely making all filings, returns, reports, and agrees that the Participant’s rights hereunder, including the right to be issued Shares upon the vesting and settlement of this Award (or any portion thereof), are subject to the Participant’s promptly paying, or in respect of any later requirement of withholding, being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means forms as may be acceptable required to comply with the provisions of the relevant Tax Laws. (b) Each of Parent and Seller shall bear and be responsible for, and shall timely pay (or promptly reimburse Buyer with respect to) all sales, use, transfer, documentary, recording, gains and similar Taxes and fees, and any deficiency, interest or penalty asserted with respect thereof (collectively, "Transfer Taxes") arising out of its sale or transfer of the Acquired Assets pursuant to this Agreement. The Parties shall cooperate as to the Committee filing of all necessary documentation with respect to such Transfer Taxes. (c) Except as otherwise provided in its discretion) all taxes required to be withheldthis Agreement, if anyas between Seller and Parent, in respect of this Award. The Participant shallon the one hand, at his or her electionand Buyer, be permitted to satisfy on the statutory minimum amount of such tax obligations by other hand: (i) authorizing the Company to withhold a number of Shares or Seller and Parent shall be responsible for and shall timely pay all Excluded Taxes; and (ii) transferring Buyer shall be responsible for and shall pay all Taxes levied or imposed in connection with the ownership of the Acquired Assets and the operation of the Business during periods after the Closing Date. (d) Neither Seller nor Parent shall file an amended Tax Return or make an election with respect to periods or portions thereof ending on or before the Closing without the written consent of Buyer if the amendment or election could adversely affect Buyer, the Business or the Acquired Assets. (e) Seller and Parent shall retain originals (if not turned over to Buyer) and copies of all Tax Returns, schedules, work papers, records and other documents relating to Tax matters with respect to the Company shares Business and the Acquired Assets until sixty (60) days after the expiration of Common Stock owned the applicable statute of limitations with respect to such Tax matters. (f) Each Party shall provide each other Party with such assistance as may reasonably be requested by any of them in connection with the Participant, in each case, having an aggregate Fair Market Value preparation of any filings with any taxing authorities (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, local or local requirements otherwise) and with respect any Action relating to tax withholdings then due and has committed (and by holding this Award liability for Taxes, in either case in connection with the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect operation of the transfer Business or the Acquired Assets. Such assistance shall include making employees available on a mutually convenient basis to provide information and explanation of such sharesany material provided hereunder, or has made other arrangements satisfactory and shall include providing copies of any relevant information, data, reports, Tax Returns and supporting work schedules, to the Committee extent such is available. Buyer, on the one hand, and Seller and Parent, on the other hand, each agree to reimburse one another for its reasonable out-of-pocket expenses, such as travel costs, incurred by it, as the case may be, in connection with respect to the payment of such taxes. The Participant also authorizes the Company and its Affiliates to withhold such amounts from any amounts otherwise payable to the Participant, but nothing in this sentence shall be construed as relieving the Participant of any liability for satisfying his or her performing obligations under the preceding provisions of this Section 56.08(f); provided that such reimbursable expenses shall not include any per diem or other expenses in the nature of salary replacement or overhead absorption measures.

Certain Tax Matters. The Participant expressly acknowledges that because this Award consists of an unfunded and unsecured promise by the Company to deliver Shares in the future, subject to the terms hereof, it is not possible to make a so-called “83(b(a) election” with respect to this Award. The Participant expressly acknowledges and agrees that the Participant’s rights hereunder, including the right Seller shall timely file or cause to be issued Shares upon the vesting and settlement of this Award timely filed when due (or any portion thereof), are subject to the Participant’s promptly paying, or in respect of any later requirement of withholding, being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means as may be acceptable to the Committee in its discretiontaking into account all extensions properly obtained) all taxes Tax Returns that are required to be withheld, if any, in respect of this Award. The Participant shall, at his filed by or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing the Company to withhold a number of Shares or (ii) transferring to the Company shares of Common Stock owned by the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Committee with respect to the payment Purchased Assets for periods (or portions thereof) ending on or before the Closing Date and Seller shall remit, or cause to be remitted, any Taxes due in respect of such taxesTax Returns. The Participant also authorizes Purchaser shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to Seller’s operations and the Company Purchased Assets for periods (or portions thereof) ending on or after the Closing Date, and its Affiliates Purchaser shall remit, or cause to withhold be remitted, any Taxes due in respect of such amounts from Tax Returns. Seller or Purchaser shall pay the other party for the Taxes for which Seller or Purchaser, respectively, is liable pursuant to this Agreement but which are payable with any amounts otherwise payable Tax Return to be filed by the other party pursuant to this Section 13.1(a) upon the written request of the party entitled to payment, setting forth in reasonable detail the computation of the amount owed by Seller or Purchaser, as the case may be, but in no event earlier than ten (10) Business Days prior to the Participantdue date for paying such Taxes. (b) Seller and Purchaser shall cooperate fully with each other, but nothing as and to the extent reasonably requested by Purchaser or Seller, in this sentence connection with any audit, litigation or other proceeding with respect to Taxes relating to Seller or the Purchased Assets with respect to any period prior to the Closing. Such cooperation shall be construed as relieving include the Participant retention and (upon Purchaser’s or Seller’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any liability material provided hereunder or to testify at any proceeding. Each of Seller and Purchaser agrees, from and after the Closing, (i) to retain all books and records with respect to Tax matters relating to Seller or the Purchased Assets for satisfying his any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and any extensions thereof) for the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) to give the other reasonable written notice prior to transferring, destroying or her obligations under the preceding provisions discarding any such books and records and, if Purchaser so requests, shall allow Purchaser to take possession of this Section 5such books and records.

Certain Tax Matters. The Participant expressly acknowledges (a) Borrower and Lender agree to treat all amounts payable under this Agreement as exempt from United States withholding tax imposed under Sections 881(a), 1442 and 1446 of the Code because such amounts constitute either principal or interest that because qualifies for the "portfolio interest" exemption pursuant to Code Section 881(c)(2)(B) (or, in the case of certain fees, constitute non-U.S. source income), and Borrower and Lender agree to treat such amounts consistently with the foregoing agreement for all purposes (including for purposes of any reports or returns). (b) Each payment by Borrower under this Award consists Agreement shall, except as required by law, be made without withholding or deduction on account of an unfunded any and unsecured promise all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto imposed by the Company United States or any political subdivision thereof, specifically excluding taxes imposed by other jurisdictions on a net income basis ("Taxes"). If any Taxes are required to be withheld or deducted from any such payment, Borrower shall pay such additional amount ("Additional Amount") as may be necessary to ensure that the net amount actually received by Lender free and clear of such withholding or deduction is equal to the amount that Lender would have received had no withholding or deduction been required, and shall pay such withheld or deducted amounts on a timely basis to the relevant tax authority. Borrower shall pay and shall indemnify and hold harmless Lender for any and all Taxes (and any interest or penalties with respect thereto) imposed on any amounts payable under this Agreement (including any amounts payable under this Section 3.11), whether such Taxes, interest and penalties are imposed on Borrower or Lender, and shall pay all costs incurred by Lender relating to such Taxes or any contest thereof. If the Lender pays any Taxes or other amounts that the Borrower is required to pay pursuant to this Section 3.11, the Borrower shall indemnify it on demand in full, together with interest thereon from and including the date of payment to but excluding the date of reimbursement at the Fixed Rate. Within 30 days after payment of any Taxes subject to indemnification hereunder, the Borrower shall deliver Shares to the Lender an official receipt or a certified copy thereof evidencing such payment. Notwithstanding the foregoing, Borrower shall not be required to pay Additional Amounts or to indemnify and hold harmless Lender (including any successor or assignee) in respect of Taxes that would not have been imposed but for (i) the incorrectness of the representation set forth in Section 3.11(c) hereof, or (ii) the failure of Lender (including any successor or assignee) to comply with Section 3.11(d) hereof. (c) Lender represents that it does not have a banking license from any regulatory authority and does not accept bank deposits from customers. (d) Lender (and any assignee that is not a United States person) shall deliver to Borrower, prior to the first date on which payment of interest is due hereunder and as required from time to time thereafter following a timely request by Borrower, a U.S. Internal Revenue Service Form W-8 BEN, in duplicate, certifying that Lender (or such assignee, as the case may be) is a foreign person and any other successor or additional forms required by the U.S. Internal Revenue Service in order to secure an exemption from, or reduction in the futurerate of, subject U.S. withholding tax. (e) Borrower shall pay any present or future stamp, transfer or documentary taxes or any other excise or property taxes, charges or similar levies, and any penalties, additions to the terms hereof, it is not possible to make a so-called “83(b) election” tax or interest due with respect to this Award. The Participant expressly acknowledges and agrees thereto, that may be imposed in connection with the Participant’s rights hereunderexecution, including the right to be issued Shares upon the vesting and settlement delivery or registration of this Award (Agreement or any portion thereof)note issued hereunder or the filing, registration, recording or perfection of any security interest contemplated by this Agreement. (f) Lender and Borrower shall cooperate with each other in respect of Taxes that are subject to indemnification hereunder and shall provide each other with such information not reasonably within the Participant’s promptly payingknowledge of the requesting party as shall reasonably be requested in connection with any such Taxes. Each party shall be entitled to review, or in respect of any later requirement of withholding, being liable promptly and to pay at such time as such withholdings are due, make recommendations to the Company in cash (or by such other means party as may be acceptable to the Committee in its discretion) form and substance of, all taxes required to be withheld, if any, information returns and other filings by the other party with any tax authority in respect of this Award. The Participant shallAgreement and the other Loan Documents and any payments made by or on behalf of Borrower to Lender, at his or her election, be permitted prior to satisfy the statutory minimum amount of such tax obligations by (i) authorizing the Company to withhold a number of Shares or (ii) transferring their submission to the Company shares tax authority. Each party shall promptly inform the other party of Common Stock owned all inquiries, communications or claims received from any tax authority in respect of this Agreement or any such payments. Each party's representatives shall be allowed to attend all meetings between the party receiving such inquiry, communication or claim and the taxing authority and shall be provided with copies of all correspondence and documents relating to such inquiries, communications or claims, and the party receiving such inquiry, communication or claim shall consider in good faith recommendations made by the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time other party in respect of the transfer conduct of such sharesany contest. (g) Borrower's obligations under this Section 3.11 shall survive repayment of the Loan and all other amounts due from time to time hereunder. (h) The Loan shall be redeemable at the option of the Borrower, or has made other arrangements satisfactory in whole but not in part, on any Interest Payment Date after the occurrence of a Tax Event (the "Redemption Date") at a redemption price equal to the Committee with respect sum of (i) the then outstanding principal under the Loan (including all additions to principal hereunder pursuant to Section 3.4(b)), plus (ii) all accrued and unpaid Fixed Interest through the Redemption Date plus (iii) the present value of any interest that would have accrued at the Fixed Rate from the Redemption Date through the Maturity Date (the "Remaining Life"), provided that for the purposes of computing such present value, such interest will be discounted at a discount rate equal to the payment of such taxes. The Participant also authorizes the Company and its Affiliates to withhold such amounts from any amounts otherwise payable to the Participant, but nothing in this sentence shall be construed as relieving the Participant of any liability for satisfying his or her obligations under the preceding provisions of this Section 5then prevailing Treasury Rate on U.S. Treasury securities with comparable remaining maturities.

Certain Tax Matters. The Participant expressly acknowledges that because this Award consists (a) Each of an unfunded the Company and unsecured promise each Purchaser agrees to treat the Notes as not a “section 871(m) transaction” within the meaning of Treasury Regulations Section 1.871-15(a)(12) and agrees not to take any position contrary thereto in any tax return or tax proceeding unless required by a determination within the meaning of Section 1313(a) of the Code. Notwithstanding anything herein to the contrary, the Company shall have the right to deduct and withhold (i) from any payment or distribution made with respect to the Notes (or the issuance of shares of Company Common Stock upon conversion or repurchase by the Company to deliver Shares in of the future, subject to the terms hereof, it is not possible to make a so-called “83(bNotes) election” with respect to this Award. The Participant expressly acknowledges and agrees that the Participant’s rights hereunder, including the right to be issued Shares upon the vesting and settlement of this Award (or any portion thereof), are subject to the Participant’s promptly paying, or in respect of any later requirement of withholding, being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means as may be acceptable to the Committee in its discretion) all taxes required to be withheld, if any, in respect of this Award. The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing the Company to withhold a number of Shares or (ii) transferring in connection with any adjustment to the Company shares conversion rate of Common Stock owned by the ParticipantNotes, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise amounts as are required to be delivered deducted or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements withheld with respect to tax withholdings then due such payment, distribution, issuance, or adjustment under any applicable Tax law; provided that the Company shall notify the affected Purchaser(s) at least five (5) days prior to any such deduction or withholding and has committed shall use commercially reasonable efforts to cooperate with such Purchaser(s) in seeking to reduce or eliminate any such deduction or withholding. If the Company is required to withhold or otherwise remit any Taxes with respect to a Purchaser in connection with an adjustment to the conversion rate of the Notes or other deemed distribution, it may deduct and withhold the required amount from actual payments of interest or any other amount payable on the Notes (and by holding including payments of PIK Interest or any payment of Common Stock in connection with a conversion of the Notes) or pursuant to this Award Agreement with respect to such Purchaser. To the Participant extent that any amounts are so deducted or withheld as described in this Section 4.10, such deducted or withheld amounts shall be deemed treated for all purposes of this Agreement as having been paid to have committed) to pay in cash all tax withholdings required at any later time the person in respect of which such deduction or withholding was made. In the transfer of such shares, or has made other arrangements satisfactory to the Committee with respect to the payment of such taxes. The Participant also authorizes event the Company and its Affiliates previously remitted any amounts to withhold a Governmental Entity on account of Taxes required to be deducted or withheld in respect of any payment or distribution (or deemed distribution) on any Notes, the Company shall be entitled to effect any such amounts from against any amounts otherwise payable to in respect of such Notes (or the Participantissuance of shares of Company Common Stock upon conversion or repurchase by the Company of the Notes). (b) Each of the Company and each Purchaser acknowledges and agrees that, but nothing in this sentence for U.S. federal and other applicable income tax purposes, (i) neither the Company nor any Purchaser shall treat the Notes as “contingent payment debt instruments” within the meaning of Treasury Regulations Section 1.1275-4, (ii) neither the Company nor any Purchaser shall treat interest on the Notes as “qualified stated interest” within the meaning of Treasury Regulations Section 1.1273-1(c)(1)(i), and (iii) original issue discount on the Notes shall be construed calculated by assuming that the Company elects to use the Cash Method pursuant to Treasury Regulations Section 1.1272-1(c)(5), adjusted appropriately for any “change in circumstances” described in Treasury Regulations Section 1.1272-1(c)(6), in each case, except as relieving required by a determination within the Participant meaning of any liability for satisfying his or her obligations under Section 1313(a) of the preceding provisions of this Section 5Code.

Certain Tax Matters. (a) The Participant expressly acknowledges Seller and the Buyer agree that because for U.S. federal Tax purposes, the Seller and the Buyer shall treat the transactions contemplated by this Award consists Agreement as a sale of the Revenue Participation Right. The Seller shall not, by reason of its duties and functions hereunder, be deemed to be acting as a partner of or to be engaged in a joint venture, association or syndication with, the Buyer for tax purposes. The parties hereto agree not to take any position that is inconsistent with the provisions of this ‎Section 6.13(a) on any U.S. tax return or in any audit or other tax-related administrative or judicial proceeding in the U.S. unless the other party hereto has consented in writing (such consent not to be unreasonably withheld, conditioned or delayed) to such actions. If there is an unfunded inquiry by any Governmental Entity of the Buyer or the Seller related to the treatment described in this ‎Section 6.13(a), the parties hereto shall cooperate with each other in responding to such inquiry in a reasonable manner which is consistent with this ‎Section 6.13(a). (b) The parties hereto acknowledge and unsecured promise agree that, as of the date hereof, all payments by the Company Seller (or, following any assignment in accordance with Section 10.3 to deliver Shares in the future, subject Milestone US) to the terms hereofBuyer and by the Buyer to the Seller shall be made without deduction or withholding for any Taxes. If any change in applicable law requires the deduction or withholding of any Tax from any payment by the Seller, then the Seller shall be entitled to withhold and deduct (or cause to be withheld and deducted) from any amount payable under this Agreement to the Buyer any Tax that it is not possible required to make a so-called “83(b) election” with respect to this Awardwithhold and deduct under applicable law. The Participant expressly acknowledges Seller shall timely pay the full amount deducted or withheld to the relevant governmental authority in accordance with applicable law. For the avoidance of doubt and agrees notwithstanding anything to the contrary in this Agreement, any amount payable by the Seller to the Buyer shall be increased as necessary so that the Participant’s rights hereunder, after deduction or withholding of any Tax has been made (including the right such deductions and withholdings applicable to be issued Shares upon the vesting and settlement additional sums payable under this ‎Section 6.13(b)) (whether as a result of this Award (a change in applicable law or any portion thereofotherwise), are subject the Buyer receives an amount equal to the Participant’s promptly payingsum it would have received had no such deduction or withholding been made; provided, or in respect however, that if, as a result of a Withholding Action by the Buyer, the amount of any later requirement of withholding, being liable promptly to pay at such time as such withholdings are due, to tax withheld or deducted exceeds the Company in cash (or by such other means as may be acceptable to the Committee in its discretion) all taxes required to be withheld, if any, in respect of this Award. The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing withholding or deduction that would have been required in the Company absence of such Withholding Action, the Seller shall be required to withhold a number of Shares or (ii) transferring pay an additional amount only to the Company shares of Common Stock owned by extent that the Participant, Seller would be required to pay any additional amount to the Buyer pursuant to this ‎Section 6.13(b) if the Buyer had not committed such Withholding Action (except to the extent such excess additional amounts results from a change in each case, having an aggregate Fair Market Value (measured on applicable law that occurs after the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Committee with respect to the payment of such taxes. The Participant also authorizes the Company and its Affiliates to withhold such amounts from any amounts otherwise payable to the Participant, but nothing in this sentence shall be construed as relieving the Participant of any liability for satisfying his or her obligations under the preceding provisions of this Section 5Withholding Action).

Certain Tax Matters. The Participant expressly acknowledges that because this Award consists (a) Each of an unfunded Parent, Merger Sub and unsecured promise by the Company shall use its reasonable best efforts to deliver Shares in cause the futureDomestication to qualify for the Domestication Intended Tax Treatment and the Merger to qualify for the Merger Intended Tax Treatment, subject to and none of Parent, Merger Sub or the terms hereof, it is not possible to make a so-called “83(b) election” with respect to this Award. The Participant expressly acknowledges and agrees that the Participant’s rights hereunder, including the right to be issued Shares upon the vesting and settlement of this Award Company has taken or will take any action (or fail to take any portion thereofaction), are subject to the Participant’s promptly paying, or in respect of any later requirement of withholding, being liable promptly to pay at if such time as such withholdings are due, to the Company in cash action (or by failure to act), whether before or after the Effective Time, would reasonably be expected to prevent or impede the Domestication from qualifying for the Domestication Intended Tax Treatment or the Merger from qualifying for the Merger Intended Tax Treatment. (b) Each of Parent, the Company, and their respective Affiliates shall file all Tax Returns consistent with the Domestication Intended Tax Treatment and Merger Intended Tax Treatment (including attaching the statement described in Treasury Regulations Section 1.368-3(a) on or with the its Tax Return for the taxable year of the Merger), shall retain such other means information as may shall be acceptable to required under Treasury Regulations Section 1.368-3, and shall take no position inconsistent with the Committee Domestication Intended Tax Treatment or the Merger Intended Tax Treatment (whether in its discretion) all taxes required to be withheldaudits, if any, in respect of this Award. The Participant shall, at his Tax Returns or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing the Company to withhold a number of Shares or (ii) transferring to the Company shares of Common Stock owned by the Participantotherwise), in each case, having an aggregate Fair Market Value unless otherwise required by a Taxing Authority as a result of a “determination” within the meaning of Section 1313(a) of the Code. (measured c) Parent and the Company shall promptly notify the other party in writing if, before the Closing Date, either such party knows or has reason to believe that the Domestication may not qualify for the Domestication Intended Tax Treatment or that the Merger may not qualify for the Merger Intended Tax Treatment (and whether the terms of this Agreement could be reasonably amended in order to facilitate such qualification, which amendments shall be made if the Company reasonably determines on the date advice of its counsel that such Shares amendments would otherwise be delivered reasonably expected to result in the Domestication Intended Tax Treatment or are transferred the Merger Intended Tax Treatment and would not be commercially impracticable). (d) Any and all Transfer Taxes shall be paid 50% by Parent and 50% by the Company. The Party required by Law to do so shall file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes, and if required by applicable Law, the Parties shall, and shall cause their respective Affiliates to, join in the execution of any such Tax Returns and other document. Any expenses incurred in connection with the filing of such Tax Returns or other documentation shall be borne equally by Parent and the Company. Notwithstanding any other provision of this Agreement, the Parties shall (and shall cause their respective Affiliates to) cooperate in good faith to minimize, to the extent permissible under applicable Law, the amount of any such Transfer Taxes. (e) In the event the SEC requests or requires a tax opinion regarding the (i) Domestication Intended Tax Treatment, Parent will use its commercially reasonable efforts to cause Xxxx & Loeb LLP to deliver such tax opinion to Parent, or (ii) the Merger Intended Tax Treatment, the Company shall use its commercially reasonable efforts to cause Xxxxx Xxxxx LLP to deliver such tax opinion to the Company, as applicable) sufficient . Each party shall use reasonable best efforts to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless execute and until the Participant or the person then holding this Award has remitted deliver customary tax representation letters to the Company an amount applicable tax advisor in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due form and has committed (and by holding this Award the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements substance reasonably satisfactory to the Committee with respect such advisor. Notwithstanding anything to the payment of such taxes. The Participant also authorizes the Company and its Affiliates to withhold such amounts from any amounts otherwise payable to the Participant, but nothing contrary in this sentence Agreement, Xxxxx Xxxxx LLP shall not be construed as relieving required to provide any opinion to any party regarding the Participant of Domestication Intended Tax Treatment and Loeb & Loeb LLP shall not be required to provide any liability for satisfying his or her obligations under opinion to any party regarding the preceding provisions of this Section 5Merger Intended Tax Treatment.

Certain Tax Matters. The Participant expressly acknowledges that because Payments and benefits under this Award consists Agreement shall be made and provided without regard to whether the deductibility of such payments (or any other payments or benefits to or for your benefit) would be limited or precluded by Section 280G (“Section 280G”) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and without regard to whether such payments (or any other payments or benefits) would subject you to the federal excise tax applicable to certain “excess parachute payments” under Section 4999 of the Code (the “Excise Tax”). If any portion of the payments or benefits to or for your benefit (including, but not limited to, payments and benefits under this Agreement but determined without regard to this paragraph) constitutes an unfunded and unsecured promise by “excess parachute payment” within the meaning of Section 280G (the aggregate of such payments being hereinafter referred to as the “Excess Parachute Payments”), the Company shall promptly pay to deliver Shares in you an additional amount (the future, subject “gross-up payment”) that after reduction for all taxes (including but not limited to the terms hereof, it is not possible to make a so-called “83(bExcise Tax) election” with respect to this Award. The Participant expressly acknowledges and agrees that such gross-up payment equals the Participant’s rights hereunder, including the right to be issued Shares upon the vesting and settlement of this Award (or any portion thereof), are subject to the Participant’s promptly paying, or in respect of any later requirement of withholding, being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means as may be acceptable to the Committee in its discretion) all taxes required to be withheld, if any, in respect of this Award. The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing the Company to withhold a number of Shares or (ii) transferring to the Company shares of Common Stock owned by the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Committee Excise Tax with respect to the payment of such taxes. The Participant also authorizes the Company and its Affiliates to withhold such amounts from any amounts otherwise payable Excess Parachute Payments; provided that to the Participantextent any gross-up payment would be considered “deferred compensation” for purposes of Section 409A of the Code, but nothing in this sentence shall be construed as relieving the Participant manner and time of any liability for satisfying his or her obligations under payment, and the preceding provisions of this Agreement, shall be adjusted to the extent necessary (but only to the extent necessary) to comply with the requirements of Section 5.409A with respect to such payment so that the payment does not give rise to the interest or additional tax amounts described at Section 409A(a)(1)(B) or Section 409A(b)(4) of the Code (the “Section 409A penalties”); and further provided that if, notwithstanding the immediately preceding proviso, the gross-up payment cannot be made to conform to the requirements of Section 409A of the

Certain Tax Matters. The Participant expressly acknowledges that because (a) All transfer, sales and similar Taxes ("Transfer Taxes") incurred in connection with this Award consists Agreement and the Additional Agreements, and the transactions contemplated hereby and thereby (including (i) sales Tax on the sale or purchase of an unfunded the Purchased Assets imposed by Delaware and unsecured promise Maryland and (ii) transfer Tax on conveyances of interests in real property imposed by the Company to deliver Shares in the futureDelaware and Maryland) shall be borne by Buyer (and, subject to the terms hereofextent paid by Seller, it is Buyer shall reimburse Seller upon request); provided, however, that if, pursuant to Section 6.6(e), the transactions contemplated by this Agreement are effectuated as a Like-Kind Exchange, then Seller shall bear such Transfer Taxes to the extent that they exceed the amount of Transfer Taxes that would have otherwise been incurred had the transactions not possible been effectuated as a Like-Kind Exchange (and all such amounts shall be computed on an after-Tax basis). Buyer, at its expense, shall prepare and file, to make a so-called “83(b) election” the extent required by, or permissible under, applicable Law, all necessary Tax Returns and other documentation with respect to this Award. The Participant expressly acknowledges all such Transfer Taxes, and, if required by applicable Law, Seller shall join in the execution of all such Tax Returns and agrees other documentation; provided, however, that the Participant’s rights hereunder, including the right to be issued Shares upon the vesting and settlement of this Award (or any portion thereof), are subject prior to the Participant’s promptly paying, or in respect of any later requirement of withholding, being liable promptly to pay at such time as such withholdings are dueClosing Date, to the Company extent applicable, Buyer shall provide to Seller appropriate certificates of Tax exemption from each applicable Governmental Authority. (b) With respect to Taxes to be prorated in cash (or by such other means as may be acceptable to the Committee in its discretion) accordance with Section 3.5, Buyer shall prepare and timely file all taxes Tax Returns required to be withheldfiled after the Closing Date with respect to the Purchased Assets, if any, and shall duly and timely pay all such Taxes shown to be due on such Tax Returns. Buyer's preparation of such Tax Returns shall be subject to Seller's approval, which approval shall not be unreasonably withheld or delayed. Buyer shall make each such Tax Return available for Seller's review and approval (which approval shall not be unreasonably withheld or delayed) no later than fifteen (15) Business Days prior to the due date for filing such Tax Return, it being understood that Seller's failure to approve any such Tax Return shall not limit Buyer's obligation to timely file such Tax Return and duly and timely pay all Taxes shown to be due thereon. (c) Buyer and Seller shall provide the other with such assistance as may reasonably be requested by the other Party in respect connection with the preparation of any Tax Return, audit or other examination, or any proceeding, by or before any Governmental Authority relating to Liability for Taxes, and each Party shall retain and provide the requesting Party with all books and records or other information which may be relevant to such Tax Return, audit, examination or proceeding. All books, records and information obtained pursuant to this Section 6.6(c) or pursuant to any other Section that provides for the sharing of books, records and information or review of any Tax Return or other instrument relating to Taxes shall be kept confidential by the parties hereto in accordance with the terms and conditions set forth in the Confidentiality Agreement. (d) In the event that a dispute arises between Seller and Buyer regarding Taxes or any amount due under this Section 6.6, the affected Parties shall attempt in good faith to resolve such dispute and any agreed-upon amount shall be promptly paid to the appropriate Party. If any such dispute is not resolved within thirty (30) days after notice thereof is given to any Party, the affected Parties shall submit the dispute to an Independent Accounting Firm for resolution, which resolution shall be final, binding and conclusive on such Parties. Notwithstanding anything in this Agreement to the contrary, the fees and expenses of the Independent Accounting Firm in resolving the dispute shall be borne equally by Seller and Buyer. Any payment required to be made as a result of the resolution by the Independent Accounting Firm of any such dispute shall be made within five (5) Business Days after such resolution, together with any interest determined by the Independent Accounting Firm to be appropriate. (e) As reasonably requested by Seller, Buyer shall cooperate with Seller in effectuating the transactions contemplated by this Agreement in such a manner as to qualify for deferred like-kind exchange treatment under Section 1031 of the Code ("Like-Kind Exchange") (including the transfer of cash and other property and the assignment of this AwardAgreement to one or more qualified intermediaries and the execution of appropriate documentation). The Participant shallIn such event, at his or her electionSeller shall be responsible, be permitted and shall indemnify Buyer for, any Transfer Taxes incurred by Buyer as a result of effectuating such Like-Kind Exchange to satisfy the statutory minimum extent that the amount of such tax obligations Transfer Taxes exceeds the amount of Transfer Taxes that the Buyer would have otherwise incurred had the transactions not been effectuated as a Like-Kind Exchange (and all such amounts shall be computed on an after-Tax basis). At Buyer's request, Seller shall promptly provide Buyer copies of all documents prepared by (i) authorizing the Company to withhold a number of Shares or (ii) transferring Seller, including proposed agreements, relating to the Company shares of Common Stock owned by Like-Kind Exchange and shall give Buyer a reasonable opportunity to promptly comment on such documents and agreements. (f) To the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered extent that any Party receives a Tax refund or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements credit with respect to tax withholdings then due and has committed (and a Tax that was paid or incurred by holding this Award the Participant other Party, such receiving Party shall be deemed to have committed) to promptly pay in cash all tax withholdings required at any later time in respect of the transfer amount of such shares, Tax refund or has made other arrangements satisfactory credit to the Committee with respect to the payment of such taxes. The Participant also authorizes the Company and its Affiliates to withhold such amounts from any amounts otherwise payable to the Participant, but nothing in this sentence shall be construed as relieving the Participant of any liability for satisfying his or her obligations under the preceding provisions of this Section 5other Party.

Certain Tax Matters. The Participant expressly acknowledges that because (a) During the period from the date of this Award consists of an unfunded and unsecured promise by the Company to deliver Shares in the future, subject Agreement to the terms hereofClosing, Seller shall, and shall cause each of its Subsidiaries to: (i) timely file (taking into account any extensions of time within which to file) all Tax Returns required to be filed by it, and such Tax Returns shall be prepared in a manner consistent with past practice; (ii) timely pay all Taxes shown as due and payable on such Tax Returns that are so filed; (iii) establish an accrual in its books and records and financial statements in accordance with past practice for all Taxes payable by it for which no Tax Return is not possible due prior to make a so-called “83(bthe Closing; and (iv) election” promptly notify Buyer of any suit, claim, action, investigation, proceeding or audit pending against or with respect to this Award. The Participant expressly acknowledges and agrees that the Participant’s rights hereunder, including the right to be issued Shares upon the vesting and settlement of this Award (Seller or any portion thereof), are subject to the Participant’s promptly paying, or of its Subsidiaries in respect of any later requirement Tax matter, including, without limitation, Tax liabilities and refund claims. (b) The Seller shall prepare (or cause to be prepared) all Tax Returns of withholding, being liable promptly to pay at such time as such withholdings the Bank that are due, due on or prior to the Company Closing Date: (i) All such Tax Returns shall be prepared at the Seller’s expense, in cash a manner consistent with past practice (or unless otherwise required by such other means as may be acceptable law); (ii) The Seller shall provide a draft to the Committee in its discretionBuyer of each such Tax Return no later than fifteen (15) all taxes days prior to the date on which such Tax Return is required to be withheldfiled. The Buyer shall provide written comments to any Tax Return described in the preceding sentence no later than ten (10) days prior to the date on which such Tax Return is required to be filed and the Seller will consider the Buyer’s comments in good faith. If the parties are unable to agree to any matter reflected on such a Tax Return, if anythe matter shall be submitted to the independent public accountants mutually agreed to by Buyer and Seller (the “Independent Accountants”), who shall determine the appropriate manner for reporting the item(s) in question (with any and all related costs and expenses of the Independent Accountants being borne equally by the Seller and the Buyer); (iii) If the disagreement between the Buyer and Seller regarding a Tax Return prepared by Seller under this Section 5.14(b) is not resolved by the due date of the Tax Return, such Tax Return shall be filed as prepared by the Seller as modified for any adjustments mutually agreed to by Buyer and Seller. Any such Tax Returns shall be amended as necessary to reflect the appropriate reporting determined by the Independent Accountants; and (iv) The Seller shall pay any Taxes due in respect of this Award. such Tax Returns. (c) The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing the Company to withhold a number of Shares or (ii) transferring to the Company shares of Common Stock owned by the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award Buyer shall prepare (or any portion thereofcause to be prepared) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect Tax Returns of the transfer of such shares, or has made other arrangements satisfactory to Bank due after the Committee with respect to the payment of such taxes. The Participant also authorizes the Company and its Affiliates to withhold such amounts from any amounts otherwise payable to the Participant, but nothing in this sentence shall be construed as relieving the Participant of any liability for satisfying his or her obligations under the preceding provisions of this Section 5Closing Date.

Certain Tax Matters. The Participant expressly acknowledges that because Payments and benefits under this Award consists Agreement shall be made and provided without regard to whether the deductibility of such payments (or any other payments or benefits to or for your benefit) would be limited or precluded by Section 280G ("Section 280G") of the U.S. Internal Revenue Code of 1986, as amended (the "Code") and without regard to whether such payments (or any other payments or benefits) would subject you to the federal excise tax applicable to certain "excess parachute payments" under Section 4999 of the Code (the "Excise Tax"). If any portion of the payments or benefits to or for your benefit (including, but not limited to, payments and benefits under this Agreement but determined without regard to this paragraph) constitutes an unfunded and unsecured promise by "excess parachute payment" within the meaning of Section 280G (the aggregate of such payments being hereinafter referred to as the "Excess Parachute Payments"), the Company shall promptly pay to deliver Shares in you an additional amount (the future, subject "gross-up payment") that after reduction for all taxes (including but not limited to the terms hereof, it is not possible to make a so-called “83(bExcise Tax) election” with respect to such gross-up payment equals the Excise Tax with respect to the Excess Parachute Payments; provided that to the extent any gross-up payment would be considered "deferred compensation" for purposes of Section 409A of the Code, the manner and time of payment, and the provisions of this AwardAgreement, shall be adjusted to the extent necessary (but only to the extent necessary) to comply with the requirements of Section 409A with respect to such payment so that the payment does not give rise to the interest or additional tax amounts described at Section 409A(a)(1)(B) or Section 409A(b)(4) of the Code (the "Section 409A penalties"); and further provided that if, notwithstanding the immediately preceding proviso, the gross-up payment cannot be made to conform to the requirements of Section 409A of the Code, the amount of the gross-up payment shall be determined without regard to any gross-up for the Section 409A penalties. The Participant expressly acknowledges determination as to whether your payments and agrees that benefits include Excess Parachute Payments and, if so, the Participant’s rights hereunderamount of such payments, including the right to be issued Shares upon the vesting and settlement of this Award (or any portion thereof), are subject to the Participant’s promptly paying, or in respect amount of any later requirement Excise Tax owed with respect thereto, and the amount of withholding, being liable promptly to pay any gross-up payment shall be made at such time as such withholdings are due, to the Company in cash (Company's expense by Xxxxx & Young or by such other means certified public accounting firm as the Company’s Board of Directors may be acceptable designate (the "accounting firm"). Notwithstanding the foregoing, if the U.S. Internal Revenue Service shall assert an Excise Tax liability that is higher than the Excise Tax (if any) determined by the accounting firm, the Company shall promptly augment the gross-up payment to address such higher Excise Tax liability. The payments provided under this Agreement are intended to fall within either the separation pay exception or the short-term deferral exception to the Committee in its discretion) all taxes required application of Section 409A of the Code and the applicable guidance issued thereunder. To the extent the benefits provided under the Agreement become subject to Code Section 409A and applicable guidance issued thereunder, the Agreement and Release shall be withheldconstrued, if anyand benefits paid hereunder, in respect of this Awardas necessary to comply with Code Section 409A and such guidance. The Participant shallNotwithstanding the foregoing, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing the Company to withhold a number of Shares or (ii) transferring to the Company shares of Common Stock owned by the Participantextent any payments hereunder are not made in compliance with Code Section 409A or an exception thereto, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Committee liability and penalties resulting from non-compliance with respect to the payment of such taxes. The Participant also authorizes the Company and its Affiliates to withhold such amounts from any amounts otherwise payable to the Participant, but nothing in this sentence Code Section 409A shall be construed as relieving the Participant of any liability for satisfying his or her obligations under the preceding provisions of this Section 5remain your sole responsibility.

Certain Tax Matters. (a) The Participant expressly acknowledges that because this Award consists of an unfunded and unsecured promise by the Company to deliver Shares in the future, subject to the terms hereof, it is not possible to make a so-called “83(b) election” with respect to this Award. The Participant Grantee expressly acknowledges and agrees that the ParticipantGrantee’s rights hereunder, including the right to be issued Shares shares of Stock upon the vesting and settlement of this Award the Restricted Stock Units (or any portion thereof), are subject to the ParticipantGrantee’s promptly paying, or in respect of any later requirement of withholding, withholding being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means as may be acceptable to the Committee Administrator in its discretion) all taxes required to be withheld, if any, in respect of this Awardany (the “Tax Withholding Obligation”). The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing the Company to withhold a number of Shares or (ii) transferring to the Company No shares of Common Stock owned by the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction pursuant to the vesting of this Award the Restricted Stock Units (or any portion thereof) unless and until the Participant Grantee or the person then holding this the Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local withholding tax requirements with respect to tax withholdings then due and has committed (and by holding accepting this Award the Participant Grantee shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Committee Company with respect to the payment of such taxes. The Participant Grantee also authorizes the Company and its Affiliates subsidiaries to withhold such amounts amount from any amounts otherwise payable owed to the ParticipantGrantee, but nothing in this sentence shall be construed as relieving the Participant Grantee of any liability for satisfying his or her obligations under the preceding provisions of this Section 5Section. (b) The Grantee expressly acknowledges that the Grantee’s acceptance of this Agreement constitutes the Grantee’s instruction and authorization to the Company and any brokerage firm determined acceptable to the Company for such purpose to sell on the Grantee’s behalf a whole number of shares from those shares of Stock issuable to the Grantee as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the applicable Tax Withholding Obligation, and to transfer the proceeds from the sale of such Stock from the Grantee’s securities account established with the brokerage service provider for the settlement of the Grantee’s vested Restricted Stock Units to any account held in the name of the Company. Such shares will be sold on the date of vesting or as soon thereafter as practicable. Grantee will be responsible for all brokers’ fees and other costs of sale, which fees and costs may be deducted from the proceeds of the foregoing sale of Stock, and Xxxxxxx agrees to indemnify and hold the Company and any brokerage firm selling such Stock harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed Xxxxxxx’s Tax Withholding Obligation, such excess cash will be deposited into the securities account established with the brokerage service provider for the settlement of Grantee’s vested Restricted Stock Units. Grantee acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy Xxxxxxx’s Tax Withholding Obligation. Accordingly, Xxxxxxx agrees to pay to the Company as soon as practicable, including through additional payroll withholding, any amount of the Tax Withholding Obligation that is not satisfied by the sale of shares described above. Unless otherwise authorized by the Administrator in its sole discretion, the sale of Stock will be the primary method used by the Company to satisfy the applicable Tax Withholding Obligation. (c) The Grantee expressly acknowledges that because this Award consists of an unfunded and unsecured promise by the Company to deliver Stock in the future, subject to the terms hereof, it is not possible to make a so-called “83(b) election” with respect to the Award.

Certain Tax Matters. The Participant expressly acknowledges that because this Award consists of an unfunded and unsecured promise by (a) If at the time the Stock Option is exercised the Company to deliver Shares in determines that under applicable law it could be liable for the futurewithholding of any federal, subject to the terms hereofstate, it is not possible to make a so-called “83(b) election” or local tax upon such exercise or with respect to this Award. The Participant the disposition of any Shares acquired upon such exercise, the Optionee expressly acknowledges and agrees that the ParticipantOptionee’s rights hereunder, including the right to be issued the Shares upon the vesting and settlement of this Award (or any portion thereof)) upon exercise, are subject to the ParticipantOptionee’s promptly paying, or in respect of any later requirement of withholding, withholding being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means as may be acceptable to the Committee Administrator in its discretion) all taxes required to be withheld, if any, in respect of this Award. The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing the Company to withhold a number of Shares or (ii) transferring to the Company shares of Common Stock owned by the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction pursuant to the exercise of this Award (or any portion thereof) the Stock Option unless and until the Participant or person exercising the person then holding this Award Stock Option has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award exercising the Participant Stock Option the Optionee shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such sharesShares, or has made other arrangements satisfactory to the Committee Administrator with respect to the payment of such taxes. The Participant Optionee also authorizes the Company and its Affiliates subsidiaries to withhold such amounts from any amounts otherwise payable owed to the ParticipantOptionee, but nothing in this sentence shall be construed as relieving the Participant Optionee of any liability for satisfying his or her obligations under the preceding provisions of this Section. (b) If the Optionee disposes of the Shares acquired upon exercise of the Stock Option within two years from the Grant Date or one year after such Shares were acquired pursuant to the exercise of the Stock Option, within fifteen (15) days of such disposition, the Optionee shall notify the Company in writing of such disposition. (c) To the extent that the aggregate fair market value (determined at the time of grant) of the Shares subject to this Stock Option and all other ISOs the Optionee holds that are exercisable for the first time during any calendar year (under all plans of the Company and its related corporations) exceeds $100,000, the options held by the Optionee or portions thereof that exceed such limit (according to the order in which they were granted in accordance with the regulations under Section 5422 of the Code) shall be treated as a non-statutory stock option. (d) The Optionee acknowledges and agrees that the Company or the Administrator may take any action permitted under the Plan without regard to the effect such action may have on the status of the Stock Option as an incentive stock option under Section 422 of the Code and that such actions may cause the Stock Option to fail to be treated as an ISO under Section 422 of the Code. The Optionee further acknowledges and agrees that neither the Company, nor any of its Affiliates, nor the Administrator, nor any person acting on behalf of the Company, any of its Affiliates, or the Administrator, will be liable to the Optionee or to the estate or beneficiary of the Optionee or to any other person by reason of the failure the Stock Option to satisfy the requirements of Section 422 of the Code.

Certain Tax Matters. The Participant expressly acknowledges that because this Award consists (a) FS Energy and Power Fund, as tax owner of an unfunded the Issuer and unsecured promise by its assets, including the Company Collateral, shall pay or cause to deliver Shares in be paid all federal, state and local taxes imposed on income derived from the futureCollateral and timely file, subject or cause to be filed, all tax returns and information statements and returns relating to the terms hereofIssuer’s income and assets. It shall also provide, it is not possible if required, a duly completed IRS Form W-9 (Request for Taxpayer Identification Number and Certification) or any successor to make a so-called “83(b) election” such IRS form, to the payor with respect to this Award. The Participant expressly acknowledges and agrees any item included in the Collateral at the time such item is purchased or entered into. (b) To the extent that the Participant’s rights hereunderNotes are treated as issued for U.S. federal income tax purposes, including the right to be issued Shares upon the vesting Issuer and settlement each Holder and beneficial owner of this Award (a Note, by acceptance of its Note, or any portion thereof)interest therein, are subject to the Participant’s promptly paying, or in respect of any later requirement of withholding, being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means as may be acceptable to the Committee in its discretion) all taxes required to be withheld, if any, in respect of this Award. The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing the Company to withhold a number of Shares or (ii) transferring to the Company shares of Common Stock owned by the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award the Participant shall be deemed to have committedagreed to treat, and shall treat, the Notes as unconditional debt in the Issuer (or the Equity Owner) for U.S. federal, state and local income tax purposes, unless otherwise required by law. (c) Upon the Issuer’s receipt of a request of a Subsequent Holder of a Note that has been issued with more than de minimis “original issue discount” (as defined in Section 1273 of the Code) or written request of a Person certifying that it is an owner of a beneficial interest in a Note that has been issued with more than de minimis “original issue discount” for the information described in United States Treasury Regulation Section 1.1275-3(b)(1)(i) that is applicable to pay such Note, the Issuer will cause its Independent certified public accountants to provide promptly to the Trustee and such requesting Subsequent Holder or owner of a beneficial interest in cash such a Note all of such information. Any additional issuance of additional Notes shall be accomplished in a manner that shall allow the Independent accountants of the Issuer to accurately provide such information relating to original issue discount required to be provided to the Subsequent Holders of the Notes. (d) Each Subsequent Holder by acceptance of its Note or its interest therein, shall be deemed to understand and acknowledge that failure to provide the Issuer, the Equity Owner, the Trustee or any Paying Agent with the applicable U.S. federal income forms and tax withholdings required at any later time certifications, including an Internal Revenue Service Form W-9 (or applicable successor form) in the case of a person that is a U.S. Tax Person or the appropriate Internal Revenue Service Form W-8 (or applicable successor form) in the case of a person that is not a U.S. Tax Person, may result in U.S. federal withholding or back-up withholding from payments in respect of such Note. (e) Each Subsequent Holder of the transfer of such shares, Notes (and any interest therein) agrees to provide the Issuer and any relevant intermediary with any information or has made other arrangements satisfactory documentation that is required under FATCA or that the Issuer or relevant intermediary deems appropriate to enable the Committee Issuer or relevant intermediary to determine their duties and liabilities with respect to the payment any taxes they may be required to withhold pursuant to FATCA in respect of such taxesNote or the holder of such Note or beneficial interest therein. The Participant also authorizes In addition, each purchaser and subsequent transferee of the Company Notes will be required or deemed to understand and its Affiliates acknowledge that the Issuer has the right under this Indenture to withhold on any holder or any beneficial owner of an interest in a Note that fails to comply with FATCA. (f) Subject to clause (j) below, each holder of the Notes represents and agrees that the Notes (and any interest therein) may not be acquired or owned by any Person that is classified for U.S. federal income tax purposes as a partnership, subchapter S corporation or grantor trust unless (i) none of the direct or indirect beneficial owners of any interest in such amounts from any amounts otherwise payable Person have or ever will have more than 40% of the value of its interest in such Person attributable to the Participantaggregate interest of such Person in the combined value of the Notes and the interests of the Members in the Issuer (and any other equity interests in the Issuer), but nothing and (ii) it is not and will not be a principal purpose of the arrangement involving the investment of such Person in any Notes or Member interests (or any other equity interests in the Issuer) to permit any partnership to satisfy the 100 partner limitation of Treas. Reg. § 1.7704-1(h)(1)(ii). (g) Subject to clause (j) below, each holder of the Notes (and any interest therein) represents and agrees that the Notes may not be acquired, and no holder of the Notes may sell, transfer, assign, participate, pledge or otherwise dispose of the Notes or cause the Notes to be marketed, (i) on or through an “established securities market” within the meaning of Section 7704(b)(1) of the Code and Treas. Reg. § 1.7704-1(b), including without limitation, an interdealer quotation system that regularly disseminates firm buy or sell quotations or (ii) if such acquisition, sale, transfer, assignment, participation, pledge or other disposition would cause the combined number of holders of the Notes and the Member interests (and any other equity interests in the Issuer) to be held by more than 90 Persons. (h) Subject to clause (j) below, each holder of the Notes (and any interest therein) represents and agrees that it will not enter into any financial instrument payments on which are, or the value of which is, determined in whole or in part by reference to such Notes or the Issuer (including the amount of Issuer distributions on such Notes, the value of the Issuer’s assets, or the result of the Issuer’s operations), or any contract that otherwise is described in U.S. Treasury Regulations Section 1.7704-1(a)(2)(i)(B). (i) Subject to clause (j) below, each holder of the Notes (and any interest therein) acknowledges and agrees that any sale, transfer, assignment, participation, pledge, or other disposition of the Notes (and any interest therein) that would violate any of the three preceding paragraphs above or otherwise cause the Issuer to be unable to rely on the “private placement” safe harbor of Treas. Reg. § 1.7704-1(h) will be void and of no force or effect, and it will not transfer any interest in the Notes to any person that does not agree to be bound by the three preceding paragraphs above or by this sentence shall be construed as relieving paragraph. (j) Notwithstanding anything in clauses (f), (g), (h) and (i) above, a holder of Notes (or any interest therein) may take actions inconsistent with the Participant of any liability for satisfying his or her obligations under the preceding provisions of this Section 5such clauses if such holder obtains an opinion of nationally recognized U.S. tax counsel that such action will not cause the Issuer to be treated as a publicly traded partnership taxable as a corporation.

Certain Tax Matters. The Participant expressly acknowledges that because Payments and benefits under this Award consists Agreement shall be made and provided without regard to whether the deductibility of such payments (or any other payments or benefits to or for your benefit) would be limited or precluded by Section 280G ("Section 280G") of the U.S. Internal Revenue Code of 1986, as amended (the "Code") and without regard to whether such payments (or any other payments or benefits) would subject you to the federal excise tax applicable to certain "excess parachute payments" under Section 4999 of the Code (the "Excise Tax"). If any portion of the payments or benefits to or for your benefit (including, but not limited to, payments and benefits under this Agreement but determined without regard to this paragraph) constitutes an unfunded and unsecured promise by "excess parachute payment" within the meaning of Section 280G (the aggregate of such payments being hereinafter referred to as the "Excess Parachute Payments"), the Company shall promptly pay to deliver Shares in you an additional amount (the future, subject "gross-up payment") that after reduction for all taxes (including but not limited to the terms hereof, it is not possible to make a so-called “83(bExcise Tax) election” with respect to such gross-up payment equals the Excise Tax with respect to the Excess Parachute Payments; provided that to the extent any gross-up payment would be considered "deferred compensation" for purposes of Section 409A of the Code, the manner and time of payment, and the provisions of this AwardAgreement, shall be adjusted to the extent necessary (but only to the extent necessary) to comply with the requirements of Section 409A with respect to such payment so that the payment does not give rise to the interest or additional tax amounts described at Section 409A(a)(1)(B) or Section 409A(b)(4) of the Code (the "Section 409A penalties"); and further provided that if, notwithstanding the immediately preceding proviso, the gross-up payment cannot be made to conform to the requirements of Section 409A of the Code, the amount of the gross-up payment shall be determined without regard to any gross-up for the Section 409A penalties. The Participant expressly acknowledges determination as to whether your payments and agrees that benefits include Excess Parachute Payments and, if so, the Participant’s rights hereunderamount of such payments, including the right to be issued Shares upon the vesting and settlement of this Award (or any portion thereof), are subject to the Participant’s promptly paying, or in respect amount of any later requirement Excise Tax owed with respect thereto, and the amount of withholding, being liable promptly to pay any gross-up payment shall be made at such time as such withholdings are due, to the Company in cash (Company's expense by Xxxxx & Young or by such other means certified public accounting firm as the Company’s Board of Directors may be acceptable designate (the "accounting firm"). Notwithstanding the foregoing, if the U.S. Internal Revenue Service shall assert an Excise Tax liability that is higher than the Excise Tax (if any) determined by the accounting firm, the Company shall promptly augment the gross-up payment to address such higher Excise Tax liability. The payments provided under this Agreement are intended to fall within either the separation pay exception or the short-term deferral exception to the Committee in its discretion) all taxes required application of Section 409A of the Code and the applicable guidance issued thereunder. To the extent the benefits provided under the Agreement become subject to Code Section 409A and applicable guidance issued thereunder, the Agreement and Release shall be withheldconstrued, if anyand benefits paid hereunder, in respect of this Awardas necessary to comply with Code Section 409A and such guidance. The Participant shallNotwithstanding the foregoing, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing the Company to withhold a number of Shares or (ii) transferring to the Company shares of Common Stock owned by the Participantextent any payments hereunder are not made in compliance with Code Section 409A or an exception thereto, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Committee liability and penalties resulting from non-compliance with respect to the payment of such taxes. The Participant also authorizes the Company and its Affiliates to withhold such amounts from any amounts otherwise payable to the Participant, but nothing in this sentence Code Section 409A shall be construed as relieving the Participant of any liability for satisfying his or her obligations under the preceding provisions of this Section 5remain Employee’s sole responsibility.

Certain Tax Matters. The Participant expressly (a) Each Lender (including for purposes of this Section 8.1, any beneficial owner of an interest in the Debt) agrees to treat the Borrower, the Co-Borrower and the Debt as described in the “Certain U.S. Federal Income Tax Considerations” section of the Offering Circular for all U.S. federal, state and local income tax purposes and will take no action inconsistent with such treatment unless required by law. (b) Each Lender will timely furnish the Borrower, the Collateral Trustee or their respective agents with any tax forms or certifications (including, without limitation, IRS Form W-9, an applicable IRS Form W-8 (together with all applicable attachments), or any successors to such IRS forms) that the Borrower, the Collateral Trustee or their respective agents reasonably request in order to (A) make payments to the Lender without, or at a reduced rate of, withholding, (B) qualify for a reduced rate of withholding in any jurisdiction from or through which they receive payments, and (C) satisfy reporting and other obligations under the Code, Treasury Regulations, or any other applicable law or regulation (including the Bermuda FATCA Legislation), and will update or replace such tax forms or certifications in accordance with their terms or subsequent amendments. Such Lender acknowledges that because this Award consists the failure to provide, update or replace any such tax forms or certifications may result in the imposition of an unfunded and unsecured promise withholding or back-up withholding on payments to the Lender, or to the Borrower. Amounts withheld by the Company Borrower or their agents that are, in their sole judgment, required to deliver Shares be withheld pursuant to applicable tax laws will be treated as having been paid to such Lender by the Borrower. (c) Each Lender will provide the Borrower or its agents with any correct, complete and accurate information or documentation that may be required for the Borrower to comply with FATCA and the Bermuda FATCA Legislation and to prevent the imposition of U.S. federal withholding tax under FATCA on payments to or for the benefit of the Borrower. Such Lender acknowledges that, in the futureevent such Lender fails to provide such information or documentation for the purposes of FATCA, or to the extent that its ownership of Debt would otherwise cause the Borrower to be subject to any tax under FATCA, (A) the terms hereofBorrower (and any agent acting on its behalf) is authorized to withhold amounts otherwise distributable to the investor as compensation for any amounts withheld from payments to or for the benefit of the Borrower as a result of such failure or such ownership, and (B) to the extent necessary to avoid an adverse effect on the Borrower as a result of such failure or such ownership, the Borrower will have the right to compel the investor to sell its Debt and, if such person does not sell its Debt within 10 Business Days after notice from the Borrower or its agents, the Borrower will have the right to sell such Debt at a public or private sale called and conducted in any manner permitted by law, and to remit the net proceeds of such sale (taking into account, in addition to other related costs and charges, any taxes incurred by the Borrower in connection with such sale) to such person as payment in full for such Debt. The Borrower may also assign each such Debt a separate securities identifier in the Borrower’s sole discretion. Each Lender agrees that the Borrower, the Collateral Trustee and/or their agents or representatives may (1) provide any information and documentation concerning its investment in its Debt to the Bermuda Monetary Authority in Bermuda, the IRS and any other relevant governmental, tax or regulatory authority and (2) take such other steps as they deem necessary or helpful to ensure that the Borrower complies with FATCA and the Bermuda FATCA Legislation. (d) Each Lender, if it is not possible a “United States person” (as defined in Section 7701(a)(30) of the Code), represents and agrees that (i) it (A) is not a bank (or an entity affiliated with a bank) extending credit pursuant to make a so-called loan agreement entered into in the ordinary course of its trade or business (within the meaning of Section 881(c)(3)(A) of the Code); (B) is not a “83(b) election10 percent shareholder” with respect to this Award. The Participant expressly acknowledges the Borrower (or, for so long as the Subordinated Notes are held by a single Holder, such Holder of the Subordinated Notes) within the meaning of section 871(h)(3) or section 881(c)(3)(B) of the Code; and agrees (C) is not a “controlled foreign corporation” that the Participant’s rights hereunder, including the right to be issued Shares upon the vesting and settlement of this Award (or any portion thereof), are subject is related to the Participant’s promptly payingBorrower (or, or in respect for so long as the Subordinated Notes are held by a single Holder, such Holder of any later requirement the Subordinated Notes) within the meaning of withholding, being liable promptly to pay at such time as such withholdings are due, to section 881(c)(3)(C) of the Company in cash (or by such other means as may be acceptable to the Committee in its discretion) all taxes required to be withheld, if any, in respect of this Award. The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing the Company to withhold a number of Shares Code; or (ii) transferring it has provided an IRS Form W-8ECI representing that all payments received or to be received by it from the Company shares Borrower are effectively connected with its conduct of Common Stock owned by a trade or business in the Participant, United States and includible in each case, having its gross income; or (iii) it is eligible for benefits under an aggregate Fair Market Value (measured income tax treaty with the United States that eliminates U.S. federal income taxation of payments on the date such Shares would otherwise be delivered or are transferred to the Company, Debt. (e) [Reserved]. (f) Each Lender represents that it is not a member of an “expanded group” (as applicabledefined in Treasury regulations section 1.385-1(c)(4)) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed which a beneficial owner of Subordinated Notes is a “covered member” (and by holding this Award the Participant shall be deemed to have committed) to pay as defined in cash all tax withholdings required at any later time in respect of the transfer of such sharesTreasury regulations section 1.385-1(c)(2)), or has made other arrangements satisfactory except to the Committee extent that the Borrower or its agents have provided such Lender with respect to the payment of such taxes. The Participant also authorizes the Company and its Affiliates to withhold such amounts from any amounts otherwise payable to the Participant, but nothing in this sentence shall be construed as relieving the Participant of any liability for satisfying his or her obligations under the preceding provisions an express waiver of this Section 5representation.

Certain Tax Matters. The Participant expressly acknowledges that because this Award consists following provisions shall govern the allocation of an unfunded responsibility as between the Buyer and unsecured promise the Company on the one hand and the Sellers and the Representative on the other hand for certain Tax matters following the Closing: 40 (a) The Buyer, the Company, the Sellers and the Representative shall cooperate fully, as and to the extent reasonably requested by the Company to deliver Shares other party, in connection with the futurefiling of any Tax Returns and any audit, subject to the terms hereof, it is not possible to make a so-called “83(b) election” litigation or other proceeding with respect to this AwardTaxes. Such cooperation shall include the retention and (upon the other party's reasonable request) making available of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Participant expressly acknowledges Company shall retain all books and agrees that the Participant’s rights hereunder, including the right to be issued Shares upon the vesting and settlement of this Award (or any portion thereof), are subject to the Participant’s promptly paying, or in respect of any later requirement of withholding, being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means as may be acceptable to the Committee in its discretion) all taxes required to be withheld, if any, in respect of this Award. The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing the Company to withhold a number of Shares or (ii) transferring to the Company shares of Common Stock owned by the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements records with respect to tax withholdings then due matters pertinent to the Company and has committed its Subsidiaries relating to any tax periods and shall abide by all record retention agreements entered into with any taxing authority, and shall give the Representative reasonable written notice prior to transferring, destroying or discarding any such books and records prior to the expiration of the applicable statute of limitations for that tax period, and if the Representative so requests, the Company shall allow the Representative to take possession of such books and records. (b) All transfer, documentary, sales, use, stamp, registration and by holding other such Taxes and fees (including any penalties and interest) incurred in connection with this Award the Participant Agreement shall be deemed borne equally by the Buyer and the Sellers when due, and the Buyer and the Sellers will, each at its own expense, file all necessary Tax Returns and other documentation with respect to have committed) to pay in cash all tax withholdings such transfer, documentary, sales, use, stamp, registration and other Taxes and fees, and, if required at any later time in respect by applicable law, each of the transfer Buyer and the Sellers will join in the execution of any such sharesTax Returns and other documentation. (c) Buyer shall be entitled to any and all Income Tax refunds or credits (including, without limitation, any and all Transaction Tax Deduction Benefits) of the Company with respect to any losses or has made other arrangements satisfactory credits incurred for periods ending on or prior to the Committee Closing Date regardless of whether such refunds or credits are realized or received with respect to the payment periods occurring before or after the Closing Date. Buyer will pay any such amounts (without duplication) to the Representative within 10 days of receipt of such taxes. The Participant also authorizes the Company and its Affiliates to withhold refund or realization of such amounts from any amounts otherwise payable to the Participant, but nothing in this sentence shall be construed as relieving the Participant of any liability for satisfying his or her obligations under the preceding provisions of this Section 5credit.

Certain Tax Matters. (a) The Participant expressly acknowledges that because this Award consists of an unfunded and unsecured promise by Buyer will cause the Company to deliver Shares prepare and timely file all required Tax Returns for the Tax periods ending on the Closing Date and to prepare and distribute to the Sellers Form K-1 for the Company for the period ending on the Closing Date. Such returns will be prepared in the futureaccordance with applicable Laws and, subject to the terms hereofforegoing requirement, it is consistent with the prior practice of the Company. The cost of preparing and filing such Tax Returns will be borne by the parties hereto in proportion to their respective ownership of the Company on the date of this Agreement. The Buyer will provide each such Tax Return to the Sellers at least sixty (60) calendar days before the due date (including all applicable extensions) of such Tax Return for the Sellers’ review and comment, and make any changes reasonably requested by the Sellers if such changes are consistent with applicable Laws and prior practice, and will not possible result in any increase in Tax liability for the Company or the Buyer, for any Tax period. (b) The Buyer, the Company, and the Sellers will cooperate, as and to make a so-called “83(b) election” the extent reasonably requested by any other party, in connection with the filing of Tax returns pursuant to this Section 6.12 and any audit, litigation or other proceeding with respect to this AwardTaxes, and the Buyer and the Sellers will each be entitled at their own expense to participate in any such audit, litigation or other proceeding to the extent that such party would be liable for any additional Taxes owing. The Participant expressly acknowledges and agrees that the Participant’s rights hereunderSuch cooperation will include, including the right to be issued Shares upon the vesting other party’s request, the provision of records and settlement of this Award (information which are reasonably relevant to any such audit, litigation or any portion thereof), are subject other proceeding and making employees reasonably available on a mutually convenient basis to the Participant’s promptly paying, or in respect of any later requirement of withholding, being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means provide additional information and explanation as may be acceptable to the Committee in its discretion) all taxes required to be withheld, if any, in respect reasonably requested of this Awardany material provided hereunder. The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing Buyer will cause the Company to withhold a number retain relevant books and records concerning Tax matters of Shares or (ii) transferring to the Company shares of Common Stock owned by the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Committee with respect to the payment of such taxes. The Participant also authorizes the Company and its Affiliates relating to withhold such amounts from any amounts otherwise payable Tax periods prior to or including the Participant, but nothing in this sentence shall be construed as relieving Closing Date until the Participant expiration of the applicable statute of limitation and will abide by all record retention agreements entered into with any liability for satisfying his or her obligations under the preceding provisions of this Section 5taxing authority.

Certain Tax Matters. (a) The Participant expressly acknowledges that because this Award consists of an unfunded and unsecured promise by Non-Resident Sellers may, on or before the Company Closing Date, deliver or cause to deliver Shares in the future, subject be delivered to the terms hereof, it is not possible to make a so-called Purchaser certificates issued under section 116 of the Tax Act (“83(b116 Certificates”) election” with respect to this Award. The Participant expressly acknowledges and agrees that the Participant’s rights hereunder, including the right to be issued Shares upon the vesting and settlement of this Award (or any portion thereof), are subject to the Participant’s promptly paying, or in respect of any later requirement the sale of withholding, being liable promptly to pay at such time as such withholdings are due, the Purchased Shares owned by the Non-Resident Sellers. If a Non-Resident Seller delivers a 116 Certificate to the Company in cash (or by such other means as may be acceptable Purchaser prior to the Committee Closing Date and the certificate limit fixed by the 116 Certificate is equal to or exceeds the Non-Resident Seller’s Pro Rata Portion of the Purchase Price, then the Purchaser shall not withhold any amount from the Purchase Price in its discretionrespect such Non-Resident Seller. (b) all taxes required The Seller Representative will deliver a notice to the Purchaser at least 15 Business Days prior to the Closing Date that specifies the aggregate amount of the Tax Gains for the Non-Resident Sellers (the “Specified Amount”); provided that the Purchaser will have the opportunity to review as to how the Specified Amount was determined. The Purchaser shall be entitled to deduct and withhold from the Purchase Price, on account of the Non-Resident Sellers in accordance with section 116 of the Tax Act, an amount equal to 25% of the Specified Amount (the “Withheld Amount”), as set out more fully below. Unless there is a change in Law after the date hereof, the Purchaser agrees and acknowledges that it will not deduct or withhold any other amounts from the Purchase Price and in particular, that it will not deduct and withhold any amounts payable to Sellers on account of the Canadian Seller. The maximum Withheld Amount shall therefore not exceed 25% of the Specified Amount unless there is a change in Law after the date hereof. The Purchaser and Escrow Agent shall continue to withhold any Withheld Amount and shall not remit or pay such Withheld Amount to any Person except in accordance with this Section 2.6. Any Withheld Amounts withheld under this Section 2.6(b) shall be paid to the Escrow Agent in accordance with Section 2.4(a) and held, invested and distributed by the Escrow Agent in accordance with the terms of an escrow agreement to be withheldentered into on Closing by the Purchaser, Sellers and the Escrow Agent, and such amounts (together with any interest earned thereon) (the “116 Escrow Amounts”) shall be held in trust for the benefit of the Non-Resident Sellers. (c) Where a Withheld Amount has been withheld under Section 2.6(b) and a Non-Resident Seller delivers to the Escrow Agent, on or before the 25th day of the month following the month in which the Closing Date occurs, a 116 Certificate, the Escrow Agent shall, in respect of the portion of the Withheld Amount that relates to such Non-Resident Seller: (i) pay forthwith to the Receiver General for Canada (and in any event within four calendar days of delivery of such 116 Certificate to the Escrow Agent), for the account of the Non-Resident Seller in accordance with section 116 of the Tax Act, 25% of the amount, if any, by which such portion of the Withheld Amount exceeds the certificate limit fixed by such 116 Certificate; and (ii) pay forthwith to the Seller Representative for the account of the Non-Resident Seller (and in any event within four calendar days of delivery of such 116 Certificate to the Escrow Agent) the remainder of the Non-Resident Seller’s portion of the 116 Escrow Amount. (d) Subject to Section 2.6(f), where a Withheld Amount has been withheld under Section 2.6(b) and no 116 Certificate has been delivered to the Purchaser and the Escrow Agent in respect of this Award. The Participant shalla Non-Resident Seller’s portion of the Withheld Amount on or prior to the 25th day of the month following the month in which the Closing Date occurs, at his or her election, no amount shall be permitted to satisfy remitted by the statutory minimum amount Escrow Agent in respect of such tax obligations by (i) authorizing portion of the Company to withhold a number of Shares or (ii) transferring Withheld Amount to the Company shares Receiver General for Canada if the Non-Resident Seller delivers to Purchaser and the Escrow Agent, on or prior to the 25th day of Common Stock owned the month following the month in which the Closing Date occurs, a comfort letter (the “Comfort Letter”) issued by the Participant, in each case, having an aggregate Fair Market Value (measured on Canada Revenue Agency which extends the date such Shares would otherwise be delivered or are transferred time period under which the Purchaser is required to remit to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company Receiver General for Canada an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award on behalf of the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time Non-Resident Seller in respect of the transfer portion of such sharesthe Withheld Amount without being subject to interest and penalties. (e) Where a Non-Resident Seller does not deliver to Purchaser and the Escrow Agent, on or prior to the 25th day of the month following the month in which the Closing Date occurs, 116 Certificates or Comfort Letters in respect of its portion of the Withheld Amount, the Escrow Agent shall pay forthwith to the Receiver General for Canada (and in any event, on or before the 29th day of the month following the month in which the Closing Date occurs), for the account of the Non-Resident Seller in accordance with section 116 of the Tax Act, the Non-Resident Seller’s portion of the Withheld Amount. (f) Where a Withheld Amount has been withheld under this Section 2.6 and a Non- Resident Seller has delivered to the Purchaser and the Escrow Agent a Comfort Letter as described in Section 2.6(d), the Escrow Agent shall continue to hold the Non-Resident Seller’s portion of the Withheld Amount subject to the following: (i) if a Non-Resident Seller notifies the Purchaser and the Escrow Agent that the Canada Revenue Agency has made other arrangements satisfactory a final written determination (a copy of which shall be provided to the Committee with Purchaser and the Escrow Agent) and that a 116 Certificate in respect of the Non-Resident Seller’s portion of the Withheld Amount will be issued upon receipt by the Receiver General for Canada of a specified amount, the Escrow Agent shall release such specified amount from the Withheld Amounts to the payment Receiver General for Canada, for the sole purpose of such taxes. The Participant also authorizes obtaining the Company 116 Certificate (and its Affiliates to withhold such amounts from any amounts otherwise payable Section 2.6(c)(i) and (ii) shall apply to the Participantbalance of the portion of the 116 Escrow Amounts if a 116 Certificate is issued); and (ii) if a Non-Resident Seller delivers to Purchaser and the Escrow Agent a 116 Certificate in respect of its portion of the Withheld Amount, but nothing in this sentence Section 2.6(c)(i) and (ii) shall be construed as relieving apply to such portion of the Participant of any liability for satisfying his or her obligations under the preceding 116 Escrow Amounts. (g) The provisions of this Section 52.6 shall also apply, with such modifications as may be reasonably necessary, to any payments made by the Purchaser on account of any adjustments to the Purchase Price, so that the total Withheld Amount would then be equal to 25% of the aggregate amount of the Tax Gains for the Non-Resident Sellers in respect of the adjusted Purchase Price. (h) In all cases, for greater certainty, the Seller Representative, for the account of the Non-Resident Sellers, shall be entitled to all interest earned on the amounts withheld hereunder, and such amount shall be paid forthwith to the Seller Representative, for the account of the Non-Resident Sellers, when the amount withheld is paid by the Escrow Agent in accordance with this Section 2.6. (i) To the extent that amounts are withheld and remitted to the applicable taxing authority pursuant to this Section 2.6, such amounts shall be treated for all purposes of this Agreement as having been paid to the Seller Representative on account of the appropriate Non-Resident Seller in respect of the Purchase Price.

Certain Tax Matters. The Participant expressly acknowledges that because this Award consists (a) ARS and the Stockholders agree to file their federal income and other Tax returns so as to treat the Merger of an unfunded and unsecured promise by the Company into ARS Sub as a transfer of the assets of the Company to deliver Shares ARS Sub in exchange for the future, subject Acquisition Consideration and the assumption of certain liabilities and the distribution of the Acquisition Consideration by ARS Sub to the terms hereof, it is not possible to make a so-called “83(b) election” with respect to this AwardStockholders. The Participant expressly acknowledges and agrees that ARS shall prepare the Participant’s rights hereunder, including form or forms which are required by Section 1060 or other provisions of the right to be issued Shares upon the vesting and settlement of this Award (or any portion thereof), are subject to the Participant’s promptly paying, or Code in respect of such transaction and, absent manifest error, the Stockholders hereby agree to execute and file those forms. (b) In preparing such form or forms, ARS will allocate the amount deemed to have been paid for the Company's assets for federal income tax purposes (the "Purchase Price") in accordance with applicable law and, in doing so, the fair market values of those assets will be determined by ARS in its sole reasonable judgment, which will be binding absolute manifest error; provided, however, that the portion of Purchase Price which is allocated to goodwill shall equal or exceed the portion of the Purchase Price which is in excess of the adjusted basis of those assets on the Closing Date. ARS and the Stockholders recognize that the Acquisition Consideration does not include the Acquisition expenses of ARS and agree that ARS will allocate those expenses appropriately in its discretion. Each of the Stockholders and ARS agrees (i) to file its federal income and other Tax returns reflecting such allocations in accordance with that determination, (ii) to take no position contrary thereto unless required to do so pursuant to a "determination" (as defined in Section 1313(a) of the Code) and (iii) to cooperate in the preparation of any later requirement forms or reports required to be filed in connection with the transactions effected pursuant to this Agreement. (Q) Notwithstanding clause (b) of withholdingthe first sentence of Section 7.01, being liable promptly (i) the representations and warranties of the Stockholders which relate expressly or by necessary implication to pay at such time as such withholdings are dueERISA matters will, in the case of those relating to the Company Company's termination of the qualified defined benefit plan referred to in cash Paragraph G of Schedule 2.25 (but only in that case), terminate and expire on the second anniversary of the Effective Date and (ii) the representations and warranties of the Stockholders which relate expressly or by such necessary implication to employment or labor matters other means as may be than ERISA matters also will terminate and expire on the second anniversary of the Effective Date. (R) Clause (a) of the proviso in the second sentence of Section 7.01 hereby is amended by adding "and if made known to the Stockholders by a written notice delivered by ARS prior to the termination and expiration of the representation and warranty on which that claim is based," immediately before "shall". (S) Section 7.04(c) hereby is amended by adding the following proviso at the end thereof: ; provided, however, that if the Indemnifying Party disputes that advice of counsel and is advised by other counsel reasonably acceptable to the Committee Indemnified Party and whose fees and expenses are paid by the Indemnifying Party that there are no different or additional legal defenses available to the Indemnified Party, then the Indemnified Party may employ separate counsel only at its own expense. (T) Section 7.04(d) hereby is amended by adding the following proviso at the end thereof: ; provided, however, that the Indemnified Party shall pay those costs and expenses if the Indemnified Party is determined pursuant to Section 7.04(c) not to have been entitled to indemnification hereunder. (U) Section 7.04(e) hereby is amended by changing "15 days" to "15 Houston, Texas business days". (V) Section 8.01(a) hereby is amended by adding the following proviso at the end thereof: ; provided, however, that in its discretion) all taxes required to be withheldthe case of any such service facility located in the State of North Carolina, if any, in respect of this Award. The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by "Territory" surrounding that facility will be: (i) authorizing the Company to withhold a number of Shares or city in which that service facility is located; (ii) transferring the county in which that service facility is located; (iii) the counties contiguous to the Company shares county in which that service facility is located; and (iv) the area located within a radius of Common Stock owned by 50 miles of that service facility. (W) Notwithstanding the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Committee with respect to the payment of such taxes. The Participant also authorizes the Company and its Affiliates to withhold such amounts from any amounts otherwise payable to the Participant, but nothing in this sentence shall be construed as relieving the Participant of any liability for satisfying his or her obligations under the preceding provisions of this Section 58.01, Jacob A. Williamson, Sr. and Joyce E. Williamson shall not be restricxxx xx xxx xxxxxxxxxx xx Sectxxx 0.00 xxxx xxxxxizing or operating a not-for-profit heating and air conditioning services Entity providing services to poor or elderly persons without or for nominal charge. (X) The definition of "Damage" in Section 9.01 hereby is amended by adding the following proviso at the end thereof: ; provided, that if any Indemnified Party should have a claim against any Indemnifying Party that does not involve a Third Party Claim and for which the Indemnified Party seeks indemnification pursuant to Section 7.04(e), the amount of Damages attributable to that claim will not include any amount representing consequential, exemplary, punitive or treble damage. (Y) The definition of "Related Person" in Section 9.01 hereby is amended to read in its entirety as follows:

Certain Tax Matters. The Participant expressly acknowledges that because this Award consists of an unfunded and unsecured promise by If the Company Selected Dealers, among themselves or with the Underwriters, are deemed to deliver Shares in the futureconstitute a partnership for Federal income tax purposes, subject to the terms hereof, it is not possible to make a so-called “83(b) election” with respect to this Award. The Participant expressly acknowledges and agrees that the Participant’s rights hereunder, including the right then we elect to be issued Shares upon excluded from the vesting application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986, as amended, and settlement agree not to take any position inconsistent with that election. You are hereby authorized, in your discretion, to execute and file on our behalf such evidence of this Award (or any portion thereof), are subject to the Participant’s promptly paying, or in respect of any later requirement of withholding, being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means election as may be acceptable to required by the Committee in its discretion) all taxes required to Internal Revenue Service. In connection with the Offering, we shall be withheld, if any, in respect of this Award. The Participant shall, at his or her election, be permitted to satisfy the statutory minimum liable for your proportionate amount of any tax, claim, demand or liability that may be asserted against us alone or against one or more Selected Dealers participating in such tax obligations by (i) authorizing Offering, or against you or the Company to withhold a number Underwriters, based upon the claim that the Selected Dealers, or any of Shares them, constitute an association, an unincorporated business or (ii) transferring to the Company shares of Common Stock owned by the Participantother entity, including, in each case, having our proportionate amount of any expense incurred in defending against any such tax, claim demand or liability. By signing this Agreement we confirm that our subscription to, or our acceptance of any reservation of, any Securities pursuant to an aggregate Fair Market Value Offering shall constitute (measured i) acceptance of and agreement to the terms and conditions of this Agreement (as supplemented or amended pursuant to Section 4), together with and subject to any supplementary terms and conditions contained in any Written Communication from you in connection with such Offering, all of which shall constitute a binding agreement between us and you, individually or as representative of any Underwriters, (ii) confirmation that our representations and warranties set forth in Section 3 hereof are true and correct at that time, (iii) confirmation that our agreements set forth in Sections 2 and 3 hereof have been and will be fully performed by us to the extent and at the times required thereby and (iv) acknowledgment that we have requested and received from you sufficient copies of the final prospectus with respect to such Offering in order to comply with our undertakings in Section 3(a) hereof. Very truly yours, (Name of Firm) By: Print Name Title Confirmed as of the date first above written: SANDLER X’XXXXX & PARTNERS, L.P. BY: SANDLER X’XXXXX & PARTNERS CORP., THE SOLE GENERAL PARTNER [Name] [Title] SANDLER X’XXXXX & PARTNERS, X.X. XXXXXXXXX & COMPANY, INC. XXXXXX, XXXXXXXX & COMPANY, INCORPORATED C/O SANDLER X’XXXXX & PARTNERS, L.P. AS REPRESENTATIVE OF THE SEVERAL AGENTS 1251 Avenue of the Xxxxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Proposed Public Offering by Northfield Bancorp, Inc. The undersigned understands that Sandler X’Xxxxx & Partners, L.P. (“Sandler X’Xxxxx”), as representative of the several Agents (as defined below), Xxxxxxxxx & Company, Inc. (“Jefferies”) and Xxxxxx, Xxxxxxxx & Company, Incorporated (“Xxxxxx Xxxxxxxx” and together with Sandler X’Xxxxx and Jefferies, the “Agents”), proposes to enter into an Agency Agreement (the “Agency Agreement”) with Northfield Bancorp, Inc., a Delaware corporation (the “Company”), Northfield Bancorp, Inc., a federally-chartered stock holding company (the “Mid-Tier”), Northfield Bancorp, MHC, a federally-chartered mutual holding company (the “MHC”) and Northfield Bank, a federally-chartered stock savings bank (the “Bank” and, together with the Company, the Mid-Tier and the MHC, the “Northfield Parties”), providing for the public offering (the “Public Offering”) by the Agents, of up to 41,975,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Stock”). In recognition of the benefit that the Public Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with Sandler X’Xxxxx that, during the period beginning on the date such Shares would otherwise be delivered or are transferred of the final prospectus relating to the subscription offering (the “Subscription Offering Prospectus”) and ending 90 days after the Closing Date of the Public Offering (the “Restricted Period”), the undersigned will not, without the prior written consent of Sandler X’Xxxxx, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Stock, the common stock of Mid-Tier (“Mid-Tier Stock”) or any securities convertible into or exchangeable or exercisable for Stock or Mid-Tier Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file any registration statement under the Securities Act of 1933, as applicableamended, with respect to any of the foregoing, (ii) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (enter into any swap or any portion thereofother agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Stock or Mid-Tier Stock, whether any such swap or transaction is to be settled by delivery of Xxxxx, Xxx-Xxxx Xxxxx or other securities, in cash or otherwise or (iii) unless publicly announce an intention to do any of the foregoing. If either (i) during the period that begins on the date that is 15 calendar days plus three (3) business days before the last day of the Restricted Period and until ends on the Participant last day of the Restricted Period, the Company issues an earnings release or the person then holding this Award has remitted material news or a material event relating to the Company an amount in cash sufficient to satisfy any federal, stateoccurs, or local requirements with respect (ii) prior to tax withholdings then due and has committed (and by holding this Award the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect expiration of the transfer Restricted Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such sharesthe Restricted Period, the restrictions set forth herein will continue to apply until the expiration of the date that is 15 calendar days plus three (3) business days after the date on which the earnings release is issued or has made other arrangements satisfactory the material news or event related to the Committee with respect to the payment of such taxesCompany occurs. The Participant also authorizes the Company and its Affiliates to withhold such amounts from any amounts otherwise payable to the Participant, but nothing in this sentence shall be construed as relieving the Participant promptly notify Sandler X’Xxxxx of any liability for satisfying his earnings releases, news or her obligations under events that may give rise to an extension of the preceding provisions of this Section 5Restricted Period.

Certain Tax Matters. The Participant expressly acknowledges that because During the period from the date of this Award consists of an unfunded and unsecured promise by Agreement to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, (i) timely file (without extensions) all tax returns (“Post-Signing Returns”) required to deliver Shares be filed by or on behalf of each such entity; (ii) timely pay all taxes due and payable in respect of such Post-Signing Returns that are so filed; (iii) accrue a reserve in the future, subject books and records and financial statements of any such entity in accordance with past practice for all taxes payable by such entity for which no Post-Signing Return is due prior to the terms hereofEffective Time; (iv) promptly notify Parent of any suit, it is not possible to make a so-called claim, action, investigation, proceeding or audit (collectively, “83(bActions”) election” pending against or with respect to this Award. The Participant expressly acknowledges and agrees that the Participant’s rights hereunder, including the right to be issued Shares upon the vesting and settlement of this Award (Company or any portion thereof), are subject to the Participant’s promptly paying, or of its Subsidiaries in respect of any later requirement material amount (individually or in the aggregate) of withholdingtax and not settle or compromise any such Action without Parent’s consent; provided, being liable promptly to pay at such time as such withholdings are duethat Parent’s consent shall not be unreasonably withheld; provided, further, that Parent must respond to the Company in cash (within ten business days following the receipt by Parent of written notice of any proposed settlement or by such other means as may be acceptable to the Committee in its discretion) all taxes required to be withheld, if any, in respect compromise of this Award. The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing the Company to withhold a number of Shares or (ii) transferring to the Company shares of Common Stock owned any Action by the ParticipantCompany; (v) not make (other than in the ordinary course of business consistent with past practice), in each caseamend or revoke any material tax election or settle or compromise any material tax liability, having an aggregate Fair Market Value other than as required by applicable law or with Parent’s consent; (measured vi) not execute any waiver of restrictions on the date such Shares would otherwise be delivered assessment or are transferred to the Companycollection of any tax, as applicableother than with Parent’s consent; and (vii) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (cause all existing tax sharing agreements, tax indemnity obligations and similar agreements, arrangements or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements practices with respect to taxes to which the Company or any of its Subsidiaries is or may be a party or by which the Company or any of its Subsidiaries is or may otherwise be bound to be terminated as of the Closing Date so that after such date neither the Company nor any of its Subsidiaries shall have any further rights or liabilities thereunder. Any tax withholdings then due and has committed (and by holding returns described in this Award the Participant Section 4.01(d) shall be deemed to have committed) to pay complete and correct in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Committee material respects and shall be prepared on a basis consistent with respect to the payment of such taxespast practice. The Participant also authorizes the Company and its Affiliates to withhold such amounts from any amounts otherwise payable to the Participant, but nothing in this sentence shall be construed as relieving the Participant promptly provide Parent with copies of any liability for satisfying his or her obligations under the preceding provisions of this Section 5Post-Signing Returns, as Parent may reasonably request.

Certain Tax Matters. The Participant Grantee expressly acknowledges that because this the Award consists of an unfunded and unsecured promise by the Company to deliver Shares Stock in the future, subject to the terms hereof, it is not possible to make a so-called “83(b) election” with respect to this the Award. The Participant Grantee expressly acknowledges and agrees that the ParticipantGrantee’s rights hereunder, including the right to be issued Shares shares upon the vesting and settlement of this Award the Units (or any portion thereof), are subject to the ParticipantGrantee’s promptly paying, or in respect of any later requirement of withholding, withholding being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means as may be acceptable to the Committee Administrator in its discretion) all taxes required to be withheld, if any, in respect of this Award. The Participant shall, at his or her election, No shares will be permitted required to satisfy the statutory minimum amount of such tax obligations by (i) authorizing the Company to withhold a number of Shares or (ii) transferring be transferred pursuant to the Company shares vesting of Common Stock owned by the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award Units (or any portion thereof) unless and until the Participant Grantee or the person then holding this the Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award the Participant Grantee shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Committee Administrator with respect to the payment of such taxes. The Participant Administrator shall, if requested by the Grantee (or the Grantee’s estate, as applicable) in the event of the vesting of any Units following the Grantee’s termination of Employment due to death or Disability, hold back shares that would otherwise be deliverable (but not in excess of the applicable minimum statutory withholding rate). The Grantee also authorizes the Company and its Affiliates subsidiaries to withhold such amounts from any amounts otherwise payable owed to the ParticipantGrantee, but nothing in this sentence shall be construed as relieving the Participant Grantee of any liability for satisfying his or her obligations under the preceding provisions of this Section 5Section.

Certain Tax Matters. The Participant expressly acknowledges that because (a) All Transfer Taxes incurred in connection with this Award consists Agreement and the Additional Agreements, and the transactions contemplated hereby and thereby (including (i) sales Tax on the sale or purchase of an unfunded and unsecured promise the Purchased Assets imposed by the Company to deliver Shares Commonwealth of Pennsylvania, and (ii) Transfer Taxes or conveyance fees on conveyances of interests in real and/or personal property imposed by the futureCommonwealth of Pennsylvania or any county or municipality therein) shall be borne equally by Seller, subject on the one hand, and Buyers, on the other hand. Seller, at its expense, shall prepare and file, to the terms hereofextent required by, it is not possible to make a so-called “83(b) election” or permissible under, applicable Law, all necessary Tax Returns and other documentation with respect to this Awardall such, Transfer Taxes, and, if required by Law, PECO or PSEG, as the case may be, shall join in the execution of all such Tax Returns and other documentation. The Participant expressly acknowledges and agrees that the Participant’s rights hereunder, including the right to be issued Shares upon the vesting and settlement of this Award (or any portion thereof), are subject Prior to the Participant’s promptly paying, or in respect of any later requirement of withholding, being liable promptly to pay at such time as such withholdings are dueClosing Date, to the Company extent applicable, Buyers shall provide to Seller appropriate certificates of Tax exemption from each applicable Governmental Authority. (b) With respect to Taxes to be prorated in cash (or by such other means as may be acceptable accordance with Section 3.7, PECO to the Committee in its discretion) extent of the PECO Interest, and PSEG, to the extent of the PSEG Interest, shall prepare and timely file all taxes Tax Returns required to be withheldfiled after the Closing Date with respect to the Purchased Assets, if any, in respect and shall duly and timely pay all such Taxes shown to be due on such Tax Returns. PECO's and PSEG's preparation of this Awardsuch Tax Returns shall be subject to Seller's approval, which approval shall not be unreasonably withheld or delayed. The Participant PECO and PSEG shall make each such Tax Return available for Seller's review and approval (which approval shall not be unreasonably withheld or delayed) no later than fifteen (15) Business Days prior to the due date for filing such Tax Return, it being understood that Seller's failure to approve any such Tax Return shall not limit any Buyer's obligation to timely file such Tax Return and duly and timely pay all Taxes shown to be due thereon. Seller shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing the Company to withhold a number of Shares or (ii) transferring to the Company shares extent required by Law, join in the execution of Common Stock owned by the Participantany such Tax Returns. (c) Seller and PECO, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due Tax Returns relating to the PECO Interest, and has committed (Seller and PSEG, with respect to Tax Returns relating to the PSEG Interest, shall provide the other with such assistance as may reasonably be requested by holding the other Party in connection with the preparation of any Tax Return, audit or other examination, or any proceeding, by or before any Governmental Authority relating to liability for Taxes, and each Party shall retain and provide the requesting Party with all books and records or other information which may be relevant to such Tax Return, audit, examination or proceeding. All books, records and information obtained pursuant to this Award Section 7.5(c) or pursuant to any other Section hereof that provides for the Participant sharing of books, records and information or review of any Tax Return or other instrument relating to Taxes shall be deemed kept confidential by the parties hereto in accordance with the terms and conditions set forth in the Confidentiality Agreement. (d) Seller and PECO, to have committed) the extent of the PECO Interest, and Seller and PSEG, to pay the extent of the PSEG Interest, shall cooperate and provide each other with such assistance as may be reasonably requested by the other Party in cash all tax withholdings required at any later time in respect connection with obtaining private letter rulings from the Internal Revenue Service pertaining to the transfers of the Decommissioning Funds contemplated by this Agreement. Without limiting the generality of the foregoing, Seller and each Buyer shall use its best efforts to obtain a private letter ruling from the Internal Revenue Service determining that the transfer of such shares, or has made other arrangements satisfactory assets from Seller's Qualified Decommissioning Funds to the Committee with respect to the payment Buyers' Qualified Decommissioning Funds of such taxes. The Participant also authorizes the Company and its Affiliates to withhold such amounts from any amounts otherwise payable to the Participant, but nothing in this sentence shall be construed as relieving the Participant of any liability for satisfying his or her obligations under the preceding provisions of this Section 5.Buyer is a disposition that satisfies the

Certain Tax Matters. (a) The Participant expressly acknowledges that because this Award consists of an unfunded and unsecured promise by the Company to deliver Shares in the future, subject to the terms hereof, it is not possible to make a so-called “83(b) election” with respect to this Award. The Participant Grantee expressly acknowledges and agrees that the ParticipantGrantee’s rights hereunder, including the right to be issued Shares shares of Stock upon the vesting and settlement of this Award the Performance Stock Units (or, if applicable, Restricted Stock Units) (or any portion thereof), are subject to the ParticipantGrantee’s promptly paying, or in respect of any later requirement of withholding, withholding being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means as may be acceptable to the Committee Administrator in its discretion) all taxes required to be withheld, if any, in respect of this Awardany (the “Tax Withholding Obligation”). The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing the Company to withhold a number of Shares or (ii) transferring to the Company No shares of Common Stock owned by the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction pursuant to the vesting of this Award the Performance Stock Units (or, if applicable, Restricted Stock Units) (or any portion thereof) unless and until the Participant Grantee or the person then holding this the Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local withholding tax requirements with respect to tax withholdings then due and has committed (and by holding accepting this Award the Participant Grantee shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Committee Company with respect to the payment of such taxes. The Participant Grantee also authorizes the Company and its Affiliates subsidiaries to withhold such amounts amount from any amounts otherwise payable owed to the ParticipantGrantee, but nothing in this sentence shall be construed as relieving the Participant Grantee of any liability for satisfying his or her obligations under the preceding provisions of this Section 58. (b) The Grantee expressly acknowledges that the Grantee’s acceptance of this Agreement constitutes the Grantee’s instruction and authorization to the Company and any brokerage firm determined acceptable to the Company for such purpose to sell on the Grantee’s behalf a whole number of shares from those shares of Stock issuable to the Grantee as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the applicable Tax Withholding Obligation, and to transfer the proceeds from the sale of such Stock from the Grantee’s securities account established with the brokerage service provider for the settlement of the Grantee’s vested Performance Stock Units (or, if applicable, Restricted Stock Units) to any account held in the name of the Company. Such shares will be sold on the date of vesting or as soon thereafter as practicable. Grantee will be responsible for all brokers’ fees and other costs of sale, which fees and costs may be deducted from the proceeds of the foregoing sale of Stock, and Grantee agrees to indemnify and hold the Company and any brokerage firm selling such Stock harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed Grantee’s Tax Withholding Obligation, such excess cash will be deposited into the securities account established with the brokerage service provider for the settlement of Grantee’s vested Performance Stock Units (or, if applicable, Restricted Stock Units). Grantee acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy Grantee’s Tax Withholding Obligation. Accordingly, Grantee agrees to pay to the Company as soon as practicable, including through additional payroll withholding, any amount of the Tax Withholding Obligation that is not satisfied by the sale of shares described above. Unless otherwise authorized by the Administrator in its sole discretion, the sale of Stock will be the primary method used by the Company to satisfy the applicable Tax Withholding Obligation. (c) The Grantee expressly acknowledges that because this Award consists of an unfunded and unsecured promise by the Company to deliver Stock in the future, subject to the terms hereof, it is not possible to make a so-called “83(b) election” with respect to the Award.

Certain Tax Matters. The Participant expressly acknowledges During the period from the date of this Agreement to the Effective Time, (i) the Company and each of its Subsidiaries shall timely file all tax returns (“Post-Signing Returns”) required to be filed by each such entity (after taking into account any extensions), and all Post-Signing Returns shall be complete and correct in all material respects and shall be prepared on a basis consistent with the past practice of the Company; provided that because this Award consists no material Post-Signing Returns shall be filed with any taxing authority without Parent’s written consent, which consent shall not be unreasonably withheld or delayed; (ii) the Company and each of an unfunded its Subsidiaries shall timely pay all taxes due and unsecured promise payable with respect to the tax periods covered by such Post-Signing Returns; (iii) the Company will accrue a reserve in its books and records and financial statements in accordance with GAAP and past practice for all taxes payable by the Company to deliver Shares in the future, subject or any of its Subsidiaries for which no Post-Signing Return is due prior to the terms hereofEffective Time; (iv) the Company and each of its Subsidiaries will promptly notify Parent of any suit, it is not possible to make a so-called “83(b) election” claim, action, investigation, proceeding or audit pending against or with respect to this Award. The Participant expressly acknowledges and agrees that the Participant’s rights hereunder, including the right to be issued Shares upon the vesting and settlement of this Award (Company or any portion thereof), are subject to the Participant’s promptly paying, or of its Subsidiaries in respect of any later requirement material amount of withholdingtax and will not settle or compromise any such suit, being liable promptly to pay at such time as such withholdings are dueclaim, to action, investigation, proceeding or audit without Parent’s prior written consent, which consent shall not be unreasonably withheld or delayed; (v) none of the Company in cash (or by such other means as may be acceptable to the Committee in its discretion) all taxes required to be withheld, if any, in respect of this Award. The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing the Company to withhold a number of Shares or (ii) transferring to the Company shares of Common Stock owned by the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereofof its Subsidiaries will make or change any material tax election without Parent’s consent, which consent shall not be unreasonably withheld or delayed; and (vi) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Committee with respect to the payment of such taxes. The Participant also authorizes the Company and each of its Affiliates to withhold such amounts from any amounts otherwise payable to Subsidiaries will retain (in accordance with the ParticipantCompany’s retention policy) all books, but nothing in this sentence shall be construed as relieving documents and records necessary for the Participant preparation of any liability for satisfying his or her obligations under the preceding provisions of this Section 5tax returns and reports and tax audits.

Certain Tax Matters. (a) All obligations of the Company under this Agreement shall be subject to the rights of the Company to withhold amounts required to be withheld for any Taxes, if applicable. The Participant Grantee expressly acknowledges and agrees that the Grantee’s rights hereunder are subject to the Grantee promptly paying to the Company or an Affiliate in cash (or by such other means as may be acceptable to the Company in its discretion, including, if the Administrator so determines, by the delivery of previously acquired shares of Stock or shares of Stock acquired hereunder or by the withholding of shares of Stock from any payment hereunder in accordance with the procedures approved by the Board or the Compensation Committee) any income taxes, employment taxes, social insurance, social security, payroll tax, national insurance contributions, levies, other contributions, payment on account obligations or other amounts required by law to be collected, withheld or accounted for with respect to the vesting of the Restricted Stock Units (the “Taxes”). (b) The Grantee expressly acknowledges that because this the Award consists of an unfunded and unsecured promise by the Company to deliver Shares Stock in the future, subject to the terms hereof, it is not possible to make a so-called “83(b) election” with respect to this the Award. The Participant expressly acknowledges and agrees that the Participant’s rights hereunder, including the right . (c) This Agreement is intended to be issued Shares upon exempt from section 409A of the vesting Code under the “short-term deferral” exception and settlement of to the extent this Award (or any portion thereof), are Agreement is subject to section 409A of the Participant’s promptly payingCode, or it will in respect all respects be administered in accordance with section 409A of the Code. (d) Regardless of any later requirement of withholding, being liable promptly to pay at such time as such withholdings are due, to action the Company in cash (or by such other means as may be acceptable to the Committee in its discretion) all taxes required to be withheld, if any, in respect of this Award. The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing the Company to withhold a number of Shares or (ii) transferring to the Company shares of Common Stock owned by the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements Affiliate takes with respect to tax withholdings then any Taxes, the Grantee acknowledges that the ultimate liability for all Taxes legally due by the Grantee is and has committed (remains the Grantee’s responsibility and may exceed the amount actually withheld by holding this Award the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, Company or has made other arrangements satisfactory to the Committee with respect to the payment of such taxesan Affiliate. The Participant also authorizes Grantee further acknowledges that the Company and its Affiliates to withhold such amounts from any amounts otherwise payable to (i) make no representations or undertakings regarding the Participant, but nothing in this sentence shall be construed as relieving the Participant treatment of any Taxes in connection with any aspect of the Restricted Stock Units, including the award, vesting or settlement of the Restricted Stock Units and the subsequent sale of any shares of Stock received following the vesting of the Restricted Stock Units and the receipt of any dividends; and (ii) does not commit to structure the terms of the award or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee’s liability for satisfying his Taxes. Further, if the Grantee has become subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable or her obligations under tax withholding event, as applicable, the preceding provisions of this Section 5Grantee acknowledges that the Company or an Affiliate may be required to collect, withhold or account for Taxes in more than one jurisdiction.

Certain Tax Matters. (a) The Participant expressly acknowledges that because this Award consists of an unfunded and unsecured promise by the Company to deliver Shares in the future, subject to the terms hereof, it is not possible to make a so-called “83(b) election” with respect to this Award. The Participant Grantee expressly acknowledges and agrees that the ParticipantGrantee’s rights hereunder, including the right to be issued Shares shares of Stock upon the vesting and settlement of this Award the Performance Stock Units (or, if applicable, Restricted Stock Units) (or any portion thereof), are subject to the ParticipantGrantee’s promptly paying, or in respect of any later requirement of withholding, withholding being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means as may be acceptable to the Committee Administrator in its discretion) all taxes required to be withheld, if any, in respect of this Awardany (the “Tax Withholding Obligation”). The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing the Company to withhold a number of Shares or (ii) transferring to the Company No shares of Common Stock owned by the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction pursuant to the vesting of this Award the Performance Stock Units (or, if applicable, Restricted Stock Units) (or any portion thereof) unless and until the Participant Grantee or the person then holding this the Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local withholding tax requirements with respect to tax withholdings then due and has committed (and by holding accepting this Award the Participant Grantee shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Committee Company with respect to the payment of such taxes. The Participant Grantee also authorizes the Company and its Affiliates subsidiaries to withhold such amounts amount from any amounts otherwise payable owed to the ParticipantGrantee, but nothing in this sentence shall be construed as relieving the Participant Grantee of any liability for satisfying his or her obligations under the preceding provisions of this Section 5Section. (b) The Grantee expressly acknowledges that the Grantee’s acceptance of this Agreement constitutes the Grantee’s instruction and authorization to the Company and any brokerage firm determined acceptable to the Company for such purpose to sell on the Grantee’s behalf a whole number of shares from those shares of Stock issuable to the Grantee as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the applicable Tax Withholding Obligation, and to transfer the proceeds from the sale of such Stock from the Grantee’s securities account established with the brokerage service provider for the settlement of the Grantee’s vested Performance Stock Units (or, if applicable, Restricted Stock Units) to any account held in the name of the Company. Such shares will be sold on the date of vesting or as soon thereafter as practicable. Grantee will be responsible for all brokers’ fees and other costs of sale, which fees and costs may be deducted from the proceeds of the foregoing sale of Stock, and Grantee agrees to indemnify and hold the Company and any brokerage firm selling such Stock harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed Grantee’s Tax Withholding Obligation, such excess cash will be deposited into the securities account established with the brokerage service provider for the settlement of Grantee’s vested Performance Stock Units (or, if applicable, Restricted Stock Units). Grantee acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy Grantee’s Tax Withholding Obligation. Accordingly, Grantee agrees to pay to the Company as soon as practicable, including through additional payroll withholding, any amount of the Tax Withholding Obligation that is not satisfied by the sale of shares described above. Unless otherwise authorized by the Administrator in its sole discretion, the sale of Stock will be the primary method used by the Company to satisfy the applicable Tax Withholding Obligation. (c) The Grantee expressly acknowledges that because this Award consists of an unfunded and unsecured promise by the Company to deliver Stock in the future, subject to the terms hereof, it is not possible to make a so-called “83(b) election” with respect to the Award.

Certain Tax Matters. (a) The Participant expressly acknowledges that because Company shall not take any Tax position on any Tax return, in any Tax Proceeding, or otherwise in respect of the Notes, the other Securities or the Royalty without the prior written consent of the Majority Purchasers, which consent will not be unreasonably withheld, conditioned or delayed. (b) The Company shall provide to the Purchasers such cooperation, documentation and information relating to the Company, the other Securities, the Royalties and the Transactions as the Purchasers may reasonably request in connection with (i) filing any Tax return, amended Tax return or claim for refund, (ii) determining a liability for Taxes or a right to refund of Taxes, or (iii) conducting any Tax Proceeding. The Company shall make its employees reasonably available at the Company’s cost to provide an explanation of any documents or information provided pursuant to this Award consists of an unfunded Section 9.15(b). (c) Except as required by applicable Law, all payments made by the Company hereunder, pursuant to the Securities or pursuant to the Royalty Agreement shall be made free and unsecured promise clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other Taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority (together with any interest, additions to Tax and penalties applicable thereto, “Indemnified Taxes”). If any Indemnified Taxes are required to be withheld from any amounts payable by the Company to deliver Shares the Purchasers hereunder, pursuant to the Securities or pursuant to the Royalty Agreement, the amounts so payable to the Purchasers shall be increased to the extent necessary to yield to the Purchasers (after payment of all Indemnified Taxes) interest or any such other amounts payable hereunder or pursuant to the Securities at the rates or in the future, subject to amounts specified in this Agreement or by the terms hereofof the Securities, it is not possible to make a so-called “83(b) election” with respect to this Awardas applicable. The Participant expressly acknowledges and agrees that the Participant’s rights hereunder, including the right to be issued Shares upon the vesting and settlement of this Award (or Whenever any portion thereof), Indemnified Taxes are subject to the Participant’s promptly paying, or in respect of any later requirement of withholding, being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or payable by such other means as may be acceptable to the Committee in its discretion) all taxes required to be withheld, if any, in respect of this Award. The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing the Company to withhold a number of Shares or (ii) transferring to the Company shares of Common Stock owned by the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy the Company shall timely pay such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless Indemnified Taxes and until the Participant or the person then holding this Award has remitted shall send to the Purchasers a certified copy of an original official receipt received by the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award showing payment thereof. If the Participant shall be deemed to have committed) Company fails to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory Indemnified Taxes when due to the Committee with respect appropriate Taxing Authority or fails to remit to the payment of such taxes. The Participant also authorizes Purchasers the required receipts or other required documentary evidence, the Company and its Affiliates to withhold such amounts from shall indemnify the Purchasers for any amounts otherwise incremental Taxes, interest or penalties that may become payable to by the Participant, but nothing in this sentence shall be construed Purchasers as relieving the Participant a result of any liability for satisfying his or her obligations under the preceding provisions of this Section 5such failure.

Certain Tax Matters. (a) The Participant expressly acknowledges that because this Award consists of an unfunded and unsecured promise by the Company to deliver Shares in the future, subject to the terms hereof, it is not possible to make a so-called “83(b) election” with respect to this Award. The Participant Optionee expressly acknowledges and agrees that the ParticipantOptionee’s rights hereunder, including the right to be issued the Shares upon the vesting and settlement of this Award (or any portion thereof)) upon exercise of the Stock Option, are subject to the ParticipantOptionee’s promptly paying, or in respect of any later requirement of withholding, payment being liable promptly to pay at such time as such withholdings payments are due, to the Company in cash (or by such other means as may be acceptable to the Committee Administrator in its discretion, including by withholding shares of Stock from any payment hereunder in accordance with the procedures approved by the Board or the Compensation Committee) all taxes federal (including FICA), state, local and foreign income taxes, social insurance, payroll tax, national insurance contributions, other contributions, payment on account obligations or other amounts required by law to be withheldcollected, if any, in withheld or accounted for with respect of this Award. The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing the Company to withhold a number of Shares or (ii) transferring to the Company shares grant or exercise of Common the Stock owned by Option (the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations“Taxes”). No Shares will be transferred in satisfaction pursuant to the exercise of this Award (or any portion thereof) the Stock Option unless and until the Participant or person exercising the person then holding this Award Stock Option has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings Taxes then due and has committed (and by holding this Award exercising the Participant Stock Option such person shall be deemed to have committed) to pay in cash all tax withholdings Taxes required at any later time in respect of the transfer of such sharesShares, or has made other arrangements satisfactory to the Committee Administrator with respect to the payment of such taxesTaxes. The Participant Optionee also authorizes the Company and its Affiliates subsidiaries to withhold such amounts from any amounts otherwise payable owed to the ParticipantOptionee, but nothing in this sentence shall be construed as relieving the Participant Optionee (or any permitted transferee) of any liability for satisfying his or her obligations under the preceding provisions of this Section 5Section. (b) Regardless of any action the Company or an Affiliate takes with respect to any such Taxes, the Optionee acknowledges that the ultimate liability for all such Taxes legally due by the Optionee is and remains the Optionee’s responsibility and may exceed the amount actually withheld by the Company or an Affiliate. The Optionee further acknowledges that the Company and its Affiliates (i) make no representations or undertakings regarding the treatment of any Taxes in connection with any aspect of the Stock Option, including the award or exercise of the Stock Option and the subsequent sale of any Shares received upon exercise of the Stock Option; and (ii) does not commit to structure the terms of the award or any aspect of the Stock Option to reduce or eliminate the Optionee’s liability for Taxes. Further, if the Optionee has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable event, the Optionee acknowledges that the Company or an Affiliate may be required to collect, withhold or account for Taxes in more than one jurisdiction.

Certain Tax Matters. (a) If there is an inquiry by any Governmental Entity of the Payer or the Company related to the treatment of the transactions contemplated by this Agreement, the parties hereto shall cooperate with each other in responding to such inquiry in a reasonable manner. (b) The Participant expressly acknowledges that because this Award consists parties acknowledge and agree that, as of an unfunded and unsecured promise the date hereof, all payments by the Company to deliver Shares in the future, subject to Payer and by the terms hereof, it is not possible to make a so-called “83(b) election” with respect to this Award. The Participant expressly acknowledges and agrees that the Participant’s rights hereunder, including the right to be issued Shares upon the vesting and settlement of this Award (or any portion thereof), are subject to the Participant’s promptly paying, or in respect of any later requirement of withholding, being liable promptly to pay at such time as such withholdings are due, Payer to the Company shall be made without deduction or withholding for any Taxes. If any change in cash applicable law requires the deduction or withholding of any Tax from any payment by the Company, then the Company shall be entitled to withhold and deduct (or by such other means as may cause to be acceptable withheld and deducted) from any amount payable under this Agreement to the Committee in its discretion) all taxes Payer any Tax that it is required to be withheld, if any, in respect of this Awardwithhold and deduct under applicable law. The Participant shallCompany shall timely pay the full amount deducted or withheld to the relevant governmental authority in accordance with applicable law. For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, at his any amount payable by the Company to the Payer shall be increased as necessary so that after deduction or her electionwithholding of any Tax has been made (including such deductions and withholdings applicable to additional sums payable under this Paragraph) (whether as a result of a change in applicable law or otherwise), be permitted the Payer receives an amount equal to satisfy the statutory minimum sum it would have received had no such deduction or withholding been made; provided, however, that if as a result of a Withholding Action by the Payer (including any assignee or successor), the amount of any tax withheld or deducted exceeds the amount of such tax obligations by withholding or deduction that would have been required in the absence of such Withholding Action, the Company shall be required to pay an additional amount only to the extent that the Company would be required to pay any additional amount to the Payer pursuant to this ‎Section 6.16(b) if the Payer had not committed such Withholding Action (except to the extent such excess additional amounts results from a change in applicable law that occurs after the date of such Withholding Action). For purposes of this ‎Section 6.16(b), “Withholding Action” means (i) authorizing a permitted assignment of this Agreement (in whole or in part) by the Company Payer to withhold an Affiliate or a number of Shares or Third Party resident in a different jurisdiction; (ii) transferring a redomiciliation of such party, an assignee or a successor to a jurisdiction other than Ireland or Israel; and (iii) any action taken after the Company shares date of Common Stock owned this Agreement by the Participant, in each case, having an aggregate Fair Market Value Payer (measured on other than at the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction request of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Committee with respect to the payment of such taxes. The Participant also authorizes the Company and its Affiliates other than actions required by applicable law) that causes the representation in ‎Section 4.2(i) to withhold such amounts from any amounts otherwise payable be inaccurate (disregarding for this purpose the reference to “as of the Participant, but nothing in this sentence shall be construed as relieving the Participant of any liability for satisfying his or her obligations under the preceding provisions of this Section 5date hereof”).

Certain Tax Matters. The Participant expressly acknowledges that because (i) During the period from the date of this Award consists of an unfunded and unsecured promise by Agreement to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, (A) use commercially reasonable efforts to deliver Shares timely file all tax returns (“Post-Signing Returns”) required to be filed by or on behalf of each such entity; (B) use commercially reasonable efforts to timely pay all taxes due and payable in respect of such Post-Signing Returns that are so filed; (C) use commercially reasonable efforts to accrue a reserve in the future, subject books and records and financial statements of any such entity at such times and in such amounts as are in accordance with past practice for all taxes payable by such entity for which no Post-Signing Return is due prior to the terms hereofEffective Time; (D) promptly notify Parent of any suit, it claim, action, investigation, proceeding or audit (collectively, “Actions”) that is not possible to make a so-called “83(b) election” or becomes pending against or with respect to this Award. The Participant expressly acknowledges and agrees that the Participant’s rights hereunder, including the right to be issued Shares upon the vesting and settlement of this Award (Company or any portion thereof), are subject to the Participant’s promptly paying, or of its Subsidiaries in respect of any later requirement material amount of withholdingtax and not settle or compromise any such Action without Parent’s consent (which consent shall not be unreasonably withheld or delayed); (E) not make or change any material tax election or settle or compromise any material tax liability, being liable promptly other than with Parent’s consent (which consent shall not be unreasonably withheld or delayed) or other than in the ordinary course of business; and (F) cause all existing tax sharing agreements, tax indemnity obligations and similar agreements, arrangements or practices other than agreements entered into in the ordinary course of business consistent with past practice (“Tax-Related Agreements”) with respect to pay at such time as such withholdings are due, taxes to which the Company in cash (or any of its Subsidiaries is or may be a party or by such which the Company or any of its Subsidiaries is or may otherwise be bound (other means as may be acceptable to than Tax-Related Agreements between or among the Committee in Company and its discretionSubsidiaries) all taxes required to be withheld, if any, in respect terminated as of this Award. The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of Closing Date so that after such tax obligations by (i) authorizing date neither the Company to withhold a number nor any of Shares its Subsidiaries shall have any further rights or liabilities thereunder. (ii) transferring The Company shall deliver to Parent at or prior to the Company shares of Common Stock owned by the ParticipantClosing a certificate, in each caseform and substance satisfactory to Parent, having an aggregate Fair Market Value (measured on duly executed and acknowledged, certifying that the date such Shares would otherwise be delivered or are transferred to payment of the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or Merger Consideration and any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time payments made in respect of the transfer of such shares, or has made other arrangements satisfactory Appraisal Shares pursuant to the Committee with respect terms of this Agreement are exempt from withholding pursuant to the payment Foreign Investment in Real Property Tax Act. (iii) To the extent Section 6043A of such taxes. The Participant also authorizes the Company and its Affiliates to withhold such amounts from any amounts otherwise payable Code applies to the Participanttransactions contemplated by this Agreement, but nothing in this sentence the parties shall be construed cooperate with each other and provide each other with all information as relieving is reasonably necessary for the Participant of any liability for satisfying his or her parties to satisfy the reporting obligations under Section 6043A of the preceding provisions of this Section 5Code.

Certain Tax Matters. The Participant expressly acknowledges that because this Award consists (a) Neither the holders of an unfunded and unsecured promise by BHAC Securities nor the holders of Company to deliver Shares in the future, subject to the terms hereof, it is not possible to make a so-called “83(b) election” shall have any obligation or Liability with respect to any Excise Tax imposed on the Company, BHAC or NewCo as a result of the BHAC Shareholder Redemption or the Business Combination, and neither the holders of BHAC Securities nor the holders of Company Shares shall be required to indemnify any Person for the payment of such Excise Tax. Following the Closing, the Company or NewCo (as applicable) shall be responsible for the prompt payment of any Excise Tax if and when due. (b) Following the Closing, NewCo shall pay (or shall cause its Subsidiaries to pay) all transfer, documentary, sales, use, stamp, registration, value added or other similar Taxes incurred in connection with the transactions contemplated by this AwardAgreement (collectively, the “Transfer Taxes”) and file all necessary Tax Returns with respect to all Transfer Taxes, and if required by applicable Law, the Parties shall, and shall cause their respective Affiliates to, join in the execution of any such Tax Returns and other document. The Participant expressly acknowledges and agrees that the Participant’s rights hereunder, including the right to be issued Shares upon the vesting and settlement Notwithstanding any other provision of this Award Agreement, the Parties shall (or any portion thereof), are subject and shall cause their respective Affiliates to) cooperate in good faith to the Participant’s promptly paying, or in respect of any later requirement of withholding, being liable promptly to pay at such time as such withholdings are dueminimize, to the extent permissible under applicable Law, the amount of any such Transfer Taxes, which shall constitute “Company in cash Expenses” hereunder. (or by such other means as may be acceptable c) The Parties agree and intend that, to the Committee greatest extent permitted by Law, for U.S. federal (and applicable state and local) income tax purposes, the transactions contemplated by this Agreement are intended to be treated consistently with the Intended Tax Treatment. Provided the transactions contemplated by this Agreement satisfy the requirements applicable to the Intended Tax Treatment, the Parties will prepare and file all Tax Returns consistent with the Intended Tax Treatment and will not take any inconsistent position on any Tax Return; provided however, that no Party shall be unreasonably impeded in its discretionability and discretion to negotiate, compromise or settle any Tax audit, claim or similar proceedings in connection with the Intended Tax Treatment. Notwithstanding the foregoing or anything herein to the contrary, none of the Parties makes any representation, warranty or covenant to any other Party (except to the extent expressly provided in Section 3.16(l) all taxes required to be withheld, if any, in respect and Section 4.16(h)) or holder of BHAC Securities or Company Shares regarding the tax treatment of the transactions contemplated by this Award. Agreement. (d) The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by Parties shall execute and deliver (i) authorizing officer’s certificates, in customary form, in a timely manner upon request by the Company to withhold a number of Shares or other Party and (ii) transferring any other representations reasonably requested by counsel to the Company shares of Common Stock owned by the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered BHAC or are transferred counsel to the Company, as applicable) sufficient , for purposes of rendering opinions regarding the Intended Tax Treatment and other tax matters in connection with the transactions contemplated by this Agreement, at such time or times as may be requested by counsel to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (BHAC or any portion thereof) unless and until the Participant or the person then holding this Award has remitted counsel to the Company an amount Company, including in cash sufficient connection with the Closing and any filing with the SEC. In the event the SEC requests or requires a tax opinion on the Intended SPAC Tax Treatment, BHAC shall use reasonable best efforts to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed cause Xxxxxxxx & Xxxxx LLP (and by holding this Award the Participant shall be deemed to have committed“K&E”) to pay deliver such opinion, and in cash all the event the SEC requests or requires a tax withholdings required at any later time opinion on the Intended Company Tax Treatment, the Company shall use reasonable best efforts to cause Xxxxxxxx Xxxxx Xxxxxxx & Xxxxx, LLP (“Stradley”) (or, if Stradley is unable to do so, to cause another law firm of national recognition) to deliver such opinion, each such opinion being subject to the assumptions, qualifications, and reasoning as determined by the counsel delivering such opinion, and each party shall use reasonable best efforts to execute and deliver customary Tax representation letters as the applicable Tax advisor may reasonably request in respect form and substance reasonably satisfactory to such advisor and reasonably cooperate in the mutual exchange of information relevant to the transfer delivery of such shares, or has made other arrangements satisfactory opinions and representation letters. Notwithstanding anything to the Committee with respect contrary in this Agreement, (x) K&E shall not be required to provide, nor shall BHAC be required to seek, any opinion to any party regarding the payment of such taxes. The Participant also authorizes Intended Company Tax Treatment, and (v) Stradley shall not be required to provide, nor shall the Company and its Affiliates be required to withhold such amounts from seek, any amounts otherwise payable opinion to any party regarding the Participant, but nothing in this sentence shall be construed as relieving the Participant of any liability for satisfying his or her obligations under the preceding provisions of this Section 5Intended SPAC Tax Treatment.

Certain Tax Matters. The Participant expressly acknowledges (a) Buyer covenants and agrees with Seller that because this Award consists (i) for all relevant tax purposes Buyer and Seller will treat the Merger as a purchase by Buyer from the Stockholders of all of the outstanding stock of the Seller, (ii) Buyer will not make an unfunded and unsecured promise by election pursuant to Section 338(g) of the Company to deliver Shares in the future, subject to the terms hereof, it is not possible to make a so-called “83(b) election” Code with respect to Seller or any Seller Subsidiary and (iii) Buyer will treat Seller as a “domestically controlled qualified investment entity” as defined in Section 897(h) of the Code, and will not withhold any amount of Tax pursuant to Section 1445 of the Code from the consideration payable pursuant to this Award. The Participant expressly acknowledges Agreement unless Buyer reasonably determines that such withholding is required. (b) Buyer covenants and agrees that from and after the Participant’s rights hereunderClosing it will, including or will cause Seller to take all actions, or forbear from taking all actions, as are necessary to ensure that Seller will be classified as a REIT for the right taxable year of such entity that includes the Closing Date, and will not take nor allow Seller to take, any action which is inconsistent with such REIT qualification. (c) The Seller hereby appoints the General Partner as the “Seller Tax Representative.” The Buyer shall cause the Seller to prepare or cause to be issued Shares upon the vesting and settlement of this Award (or prepared on a timely basis at Buyer’s own expense any portion thereof), are subject to the Participant’s promptly paying, or in respect of any later requirement of withholding, being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means as may be acceptable to the Committee in its discretion) all taxes Tax returns required to be withheld, if any, in respect filed by or on behalf of this Awardthe Seller or any Seller Subsidiary after the Closing Date. The Participant shall, at his or her election, be permitted Seller Tax Representative shall provide such assistance and cooperation as is reasonably requested by Buyer in the preparation of any Tax returns for periods ending prior to satisfy the statutory minimum amount Closing Date which have not been filed as of such tax obligations by date and for periods beginning before but ending after the Closing Date (each of the foregoing, a “Straddle Period”), provided such request shall not be unduly burdensome on the Seller Tax Representative. The Buyer shall not and shall not permit the Seller or any Seller Subsidiary (including the Fund) to take any position on any Straddle Period return that is inconsistent with (i) authorizing the Company to withhold past practice of Seller or the applicable Seller Subsidiary without the consent of the Seller Tax Representative, which consent may be withheld in the discretion of the Seller Tax Representative provided the Seller has received advice of counsel that there is a number of Shares reasonable basis for the position reflected on such return or (ii) transferring Seller’s status as a REIT for any Straddle Period. Furthermore, Buyer shall not treat any income of Seller or any Seller Subsidiary from the sale of the Hxxxx Street Property or the Atlanta Property as income from a prohibited transaction as defined in Section 857(b)(6) of the Code, unless Buyer (acting in good faith) notifies the Seller Tax Representative at least forty-five (45) days prior to the Company shares anticipated filing date of Common Stock owned by the Participantapplicable tax return that Buyer believes, based on the written advice of a nationally reputable law firm with experience in REITs or a “Big Four” accounting firm, that there is no reasonable basis for the position that such sale did not give rise to income from a prohibited transaction. If Buyer intends to treat any income of Seller or any Seller Subsidiary from the sale of the Hxxxx Street Property or the Atlanta Property as income from a prohibited transaction as defined in Section 857(b)(6) of the Code, then Buyer shall notify the Seller Tax Representative of the factual basis for such determination and shall provide the Seller Representative with a copy of the written advice described in the foregoing sentence, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred case at least forty-five days prior to the Companyanticipated filing date of the applicable tax return. Buyer shall provide copies of any Straddle Period returns to the Seller Tax Representative for review and approval at least forty-five (45) days prior to the due date thereof. If the Seller Tax Representative objects to the treatment of any item reflected on such Tax return, as applicable) sufficient the parties shall attempt to satisfy resolve such obligationsdispute in good faith and if no resolution is reached, will submit the matter to an independent accounting or law firm for a determination of which party’s position is supported by the greater weight of authority. No Shares will Such determination shall be transferred in satisfaction of this Award (binding on both parties. Buyer shall not, and shall not permit Seller, to amend any Seller or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements Seller Subsidiary tax return with respect to any taxable period prior to or including the Closing Date without the consent of the Seller Tax Representative. (d) Notwithstanding anything to the contrary in this Agreement, prior to the Closing Date, Seller shall declare and pay a dividend to its stockholders in cash in an amount equal to its estimated “real estate investment trust taxable income” (as such term is used in Section 857(a) of the Code and reflecting any dividends previously paid during the tax withholdings then due year that would be expected to give rise to a dividends paid deduction for such tax year, but before reduction for the dividend contemplated by this sentence) for the portion of the tax year of Seller up to but excluding the Closing Date, as if the Business Day immediately preceding the Closing Date were the end of the taxable year of the Seller and has committed (and by holding this Award the Participant each Seller Subsidiary; provided that no such distribution shall be deemed made if it would cause a violation of any Indebtedness Document or other contractual restriction on the distribution of funds (such distributions, the “Pre-Closing Distributions”). Prior to have committed) to pay the Closing Date, the Seller Representative shall in cash all tax withholdings required at any later time in respect good faith estimate the Seller’s real estate trust taxable income based on reasonably anticipated taxable income of the transfer of Seller and the Seller Subsidiaries for the period up to but excluding the Closing Date. Buyer shall have a reasonable opportunity to review and reasonably approve such shares, or has made other arrangements satisfactory estimate prior to the Committee with respect to the payment of such taxes. The Participant also authorizes the Company and its Affiliates to withhold such amounts from any amounts otherwise payable to the Participant, but nothing in this sentence shall be construed as relieving the Participant of any liability for satisfying his or her obligations under the preceding provisions of this Section 5Closing Date.

Certain Tax Matters. The Participant expressly acknowledges that because this Award consists of an unfunded (a) Purchaser and unsecured promise by the Company Sellers shall reasonably cooperate, and shall cause their respective Affiliates, and their Affiliates’ respective officers, employees, agents, auditors and other Representatives to deliver Shares reasonably cooperate, in the futurepreparing and filing all Tax Returns and any Tax contest, subject including maintaining and making available to the terms hereof, it is not possible to make a so-called “83(b) election” each other all records necessary in connection with resolving all disputes and audits with respect to this Awardall taxable periods relating to Taxes. The Participant expressly acknowledges Purchaser and agrees Sellers and their respective Affiliates each recognize that the Participant’s rights hereunderother may need access, including from time to time, after the right Closing Date, to be issued Shares upon the vesting certain accounting and settlement of this Award (or any portion thereof)Tax records and information held by it, are subject to the Participant’s promptly payingextent such records and information pertain to events occurring prior to the Closing Date; therefore, or in respect Purchaser and Sellers agree, (i) to properly retain and maintain such records until the earlier of any later requirement of withholding, being liable promptly to pay at (x) such time as Purchaser and Sellers agree in writing that such withholdings retention and maintenance is no longer necessary or (y) the expiration of the statute of limitations and (ii) to allow each of the other Parties and their respective agents, auditors and other Representatives, at times and dates mutually acceptable to the Parties hereto, to inspect, review and make copies of such records as such Party or its agents, auditors or other Representatives may deem necessary or appropriate from time to time. (b) Subject to Section 11.04(a), from and after the Closing, Sellers, on a several but not joint basis, shall indemnify, defend and hold harmless Purchaser Indemnified Parties, without duplication of any other provision of this Agreement (including Article XI), from and against, and reimburse the Purchaser Indemnified Parties for, any Losses incurred or suffered by the Purchaser Indemnified Parties (whether or not involving a Third-Party Claim) arising out of, relating to or resulting from (i) any Taxes attributable to, arising out of, or related to a Pre-Closing Tax Period, and with respect to any Straddle Period, any Taxes attributable to the portion of such Straddle Period ending on and including the Closing Date; (ii) the Transaction Transfer Taxes for which the Sellers are dueresponsible for pursuant to Section 8.03(e) (to the extent not included in the Final Transaction Fees and Expenses Adjustment); and (iii) any Taxes imposed on any Acquired Company, or for which any Acquired Company may otherwise be liable, by reason of contract or other arrangement, assumption, transferee or successor liability, operation of Law or otherwise to the extent incurred, entered into or otherwise applied with respect to (as the case may be) any taxable periods (period or a portion thereof) ending on or before the Closing Date. Liabilities for Taxes for any Straddle Period shall be apportioned as follows: (A) property and similar ad valorem Taxes shall be apportioned on a ratable daily basis; and (B) all other Taxes shall be apportioned based on an interim closing of the books of the Acquired Companies as of the Closing Date. The Parties hereto shall, to the Company in cash extent permitted under applicable Law, elect with the relevant Tax Authority to treat for all Tax purposes the Closing Date as the last day of the taxable year or period of the Acquired Companies. (or by such other means as may be acceptable to the Committee in its discretionc) all taxes required to be withheldThe Parties acknowledge and agree that income Tax deductions, if any, of the Company associated with the payment of expenses incurred in respect connection with the transactions contemplated by this Agreement (including any sale, change of control or similar bonus or payments triggered by the consummation of the transactions contemplated by this Agreement that are payable by any Acquired Company contingent upon the Closing), any unamortized capitalized financing costs and expenses relating to any Acquired Company’s outstanding Indebtedness that will be paid at Closing (including any loan fees, prepayment penalties and similar costs and any accrued (and not previously deducted) original issue discount on any outstanding Indebtedness of any Acquired Company that will be redeemed as of the Closing in connection with the transactions contemplated hereby and to the extent borne economically by the Sellers in accordance with the provisions of this AwardAgreement, shall, for purposes of this agreement, be treated as if such income Tax deduction was incurred in a Pre-Closing Tax Period. (d) Any Tax refund actually received (including any interest with respect thereto) by any Acquired Company or any reduction of the Company’s actual cash Tax liability (each a “Tax Refund”) for the taxable period (or portions thereof) after the Closing Date as a result of an overpayment of Tax during the Pre-Closing Tax Period, shall be for the benefit of Sellers, except for the following Tax Refunds which shall be for the benefit of the Purchaser (i) any Tax Refund to the extent accurately reflected as a Tax asset account in the calculation of any adjustment to the Purchase Price pursuant to Section 2.04, and (ii) any Tax Refund resulting from the carryback (or, with respect to any Straddle Period, any other utilization) of any net operating losses, capital losses, tax credits, or similar tax attributes from a taxable period (or portions thereof) ending after the Closing Date. Any other Tax Refunds (including any interest with respect thereto) relating to the Acquired Companies shall be for the benefit of Purchaser. Tax Refunds for a Straddle Period shall be apportioned based on the Taxes for such period that were paid by or on behalf of Purchaser and Sellers. At the expense of the requesting Party, the Parties and their Affiliates shall reasonably cooperate with the requesting Party in connection with obtaining any Tax Refunds as set forth in this Section 8.03(d). If a Party receives a Tax Refund to which the other Party is entitled, the Party receiving the Tax Refund shall pay it to the Party entitled to the Tax Refund within fifteen (15) Business Days after such receipt, provided that if such Tax Refund is subsequently challenged or revoked, the Party entitled to the Tax Refund shall promptly indemnify or reimburse the other Party. Notwithstanding anything to the contrary, if the outstanding claims of indemnity against Sellers under this Agreement (taking into account the sums described in Section 11.08(a)(ii) and Section 11.08(a)(iii) or Section 11.08(b)(i) and Section 11.08(b)(ii), as applicable), are in excess of the funds then outstanding in the Escrow Account, any Tax Refund that Sellers are entitled to under this Section 8.03(d) shall be deposited into the Escrow Account. (e) All transfer, documentary, sales, use, stamp, recording, registration, controlling interest transfer and other similar Taxes and fees (including any penalties and interest) (the “Transfer Taxes”) incurred in connection with this Agreement and the transactions contemplated hereby, if any, and reasonable out of pocket expenses incurred in connection with the preparation of any Tax returns with respect thereof (collectively, the “Transaction Transfer Taxes”), shall be borne fifty percent (50%) by Purchaser, on the one hand, and fifty percent (50%) by Sellers on the other. Subject to the obligation of the Sellers to pay fifty percent (50%) of the Transaction Transfer Taxes, Purchaser shall remit the payment for all of the Transaction Transfer Taxes and file all Tax Returns and other documentation required to be filed by Purchaser with respect to any such Transaction Transfer Taxes, and, if required by applicable Law, Seller Representative and Sellers shall, and shall cause their Affiliates to, join in the execution of any such Tax Returns and other documentation. The Participant shall, at his parties shall cooperate in good faith to take such commercially reasonable actions as will minimize or her election, be permitted to satisfy reduce the statutory minimum amount of such tax obligations by Transaction Transfer Taxes. (if) authorizing From the date hereof until the Closing, Sellers shall cause each Acquired Company to duly and timely prepare, or cause to be duly and timely prepared, all Tax Returns that are due (taking into account valid extensions) on or before the Closing Date. To the extent the Company is required to file a Form 3115 (Application for Change in Accounting Method) with its federal income Tax Return for the taxable year ending December 31, 2014 which includes a positive Code section 481(a) adjustment associated therewith, Sellers shall cause the Company to withhold a number prepare and file elections in the form and manner described in section 7.03(3)(d) of Shares or Revenue Procedure 2015-13 (ii2015-5 I.R.B. 419) transferring to cause any such Code section 481(a) adjustments to be recognized in the taxable year ending December 31, 2014, to the Company shares extent permitted by Law. In addition, Sellers shall (x) in the case of Common Stock owned federal income Tax items described in clause (A) and (B) below cause the Acquired Companies to deliver to Purchaser, and (y) in all other cases covered by clause (A) and (B) below use commercially reasonable efforts to cause the ParticipantAcquired Companies to deliver to Purchaser, in each casecase promptly after such documentation is ready but in any event no later than thirty (30) days prior to the Closing, having an aggregate Fair Market Value detailed schedules and related work papers setting forth, as of December 31, 2014, for federal and Arizona, Massachusetts and New York state and local income Taxes purposes (measured on the date if such Shares would otherwise be delivered or documentation, schedules and related workpapers are transferred to readily available for such state and localities) (A) for the Company, as applicablethe tax basis balance sheet, gross deferred tax balances and any valuation allowances, and (B) for each other Acquired Company, gross deferred tax basis balance and detailed depreciation schedules sufficient to satisfy calculate deferred tax balances at such obligations. No Shares Acquired Company; provided, however, that if any of the items described in clause (y) above is not fully completed thirty (30) days prior to the Closing, Sellers shall cause the Acquired Company to the deliver the information requested in draft or rough form to Purchaser at that time and to use commercially reasonable efforts to have such item completed and delivered to Purchaser as soon as practicable thereafter and in any event at least three (3) days prior to Closing; provided, further, Purchaser shall, promptly upon request of any Acquired Company, reimburse Sellers, the Acquired Companies (prior to the Closing) or their Affiliates, as the case may be, for all reasonable out-of-pocket costs and expenses incurred by Sellers, the Acquired Companies (prior to the Closing) or their Affiliates (including those of its accountants, consultants, legal counsel, agents and other Representatives) that were approved by Purchaser in connection with the cooperation required by clauses (A) and (B) this Section 8.03(g) including for the preparation of any such documentation, schedules or workpapers not previously prepared and not otherwise required to be prepared by the Acquired Companies by applicable Law. (g) From the date hereof until the Closing, Sellers shall cause each Acquired Company to deliver any Tax Returns related to federal and Arizona, Massachusetts and New York state and local income Taxes that are due (taking into account valid extensions) or otherwise will be transferred in satisfaction of this Award (filed on or any portion thereof) unless and until the Participant or the person then holding this Award has remitted prior to the Company an amount Closing Date to Purchaser for its review and comment promptly after such Tax Returns (and other documentation) are ready but in cash sufficient any event no later than thirty (30) days prior to satisfy any federalthe due date for the filing of such Tax Return (together with all related schedules and work papers) for Seller Representative’s review, statecomment, and consent, which consent shall not be unreasonably withheld, conditioned, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award the Participant delayed. Purchaser shall be deemed to have committedprovided such consent unless Purchaser provides comments to Seller Representative within fifteen (15) days of receipt of such Tax Return and schedules. If Purchaser provides comments to pay Seller Representative within such fifteen (15) day period, Seller Representative shall consider in cash all tax withholdings required good faith any such comments and the Parties shall, in good faith, cooperate to promptly resolve any remaining dispute prior to the due date for the filing of such Tax Return (taking into account valid extensions). If the Parties are unable to resolve any remaining disputes, such disputes shall be promptly submitted to a senior Tax partner at the Independent Accountant for resolution. In such case, the relevant provisions of Section 2.04(c)(ii) and Section 2.04(e) shall apply with appropriate adjustments. (h) After the Closing and until the Escrow Amount is released in accordance with Section 11.08(b), Purchaser shall (i) deliver any later time in respect federal and Arizona, Massachusetts and New York state and local income Tax Return of the transfer Acquired Companies relating to a Pre-Closing Tax Period to Seller Representative promptly after such Tax Returns (and other documentation) are ready but in any event no later than thirty (30) days prior to the due date (taking into account valid extensions) for the filing of such sharesTax Return for Seller Representative’s review, comment, and consent, which consent shall not be unreasonably withheld, conditioned, or has made other arrangements satisfactory to delayed. All such Tax Returns shall be prepared and filed in a manner that is consistent with the Committee with respect to the payment prior past practice of such taxes. The Participant also authorizes the Company and its Affiliates subsidiaries, as applicable, except as required by Law. Seller Representative shall be deemed to withhold have provided such amounts from consent unless Seller Representative provides comments to Purchaser within fifteen (15) days of receipt of such Tax Return. If Seller Representative provides comments to Purchaser within such fifteen (15) day period, Purchaser shall consider in good faith any amounts otherwise payable such comments and the Parties shall, in good faith, cooperate to promptly resolve any remaining dispute prior to the Participantdue date (taking into account valid extensions) for the filing of such Tax Return. If the Parties are unable to resolve any remaining disputes, but nothing in this sentence such disputes shall be construed as relieving promptly submitted to a senior Tax partner at the Participant of any liability Independent Accountant for satisfying his or her obligations under resolution. In such case, the preceding relevant provisions of this Section 52.04(c)(ii) and Section 2.04(e) shall apply with appropriate adjustments.

Certain Tax Matters. The Participant expressly acknowledges (a) Notwithstanding any other provision of this Agreement, the Purchaser shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement such amounts as may be required to be deducted and withheld under any provision of applicable Law. To the extent that because this Award consists of an unfunded amounts are so deducted and unsecured promise by the Company to deliver Shares in the future, subject withheld and paid to the terms hereofappropriate governmental entity, it is not possible to make a so-called “83(b) election” with respect to this Award. The Participant expressly acknowledges and agrees that the Participant’s rights hereunder, including the right to such amounts shall be issued Shares upon the vesting and settlement treated for all purposes of this Award (or any portion thereof), are subject Agreement as having been paid to the Participant’s promptly paying, or Person in respect of any later requirement which deduction or withholding was made. In connection with the foregoing, the Company shall deliver to the Purchaser on the Closing Date, an affidavit providing that the Company is not and has not been a United States real property holding corporation, dated as of withholdingthe Closing Date and in form and substance required under Treasury Regulation Sections 1.1445-2(c)(3)(i) and 1.897-2(h) and reasonably satisfactory to the Purchaser, being liable promptly to pay at such time as such withholdings are dueand, to the Company in cash (or extent required by law, shall promptly file such other means as may be acceptable notice to the Committee Internal Revenue Service in its discretion) all taxes required accordance with Treasury Regulation Section 1.897-2(h)(2). All sales, use, documentary, registration, transfer, deed taxes, conveyance fees, recording charges and similar taxes, fees and charges imposed as a result of the consummation of the transactions contemplated by this Agreement (collectively, the “Transfer Taxes”), together with any interest, penalties or additions to such Transfer Taxes, shall be withheld, if any, in respect of this Awardborne and paid by the Company. The Participant shallCompany and the Purchaser shall cooperate in timely making all filings, at his returns, reports and forms as necessary or her election, be permitted appropriate to satisfy comply with the statutory minimum amount provisions of such tax obligations by (i) authorizing the Company to withhold a number of Shares or (ii) transferring to the Company shares of Common Stock owned by the Participant, all applicable laws in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements connection with respect to tax withholdings then due and has committed (and by holding this Award the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Committee with respect to the payment of such taxes. The Participant also authorizes the Company Transfer Taxes, and its Affiliates shall cooperate to withhold such amounts from any amounts otherwise payable minimize, to the Participantfullest extent possible under such laws, but nothing in this sentence shall be construed as relieving the Participant amount of any liability for satisfying his or her obligations under such Transfer Taxes payable in connection therewith. (b) For U.S. federal income tax purposes, the preceding provisions parties agree to treat the transactions contemplated by this Agreement in accordance with Section 4.1 of this Section 5the Framework Agreement.

Certain Tax Matters. The Participant Grantee expressly acknowledges the following: A. The Grantee understands that because the Grantee is solely responsible for all Taxation in connection with this Award. The Grantee represents that the Grantee has consulted with any tax consultants the Grantee deems advisable in connection with the Award consists and that the Grantee is not relying on the Company for any tax advice. B. The vesting of the RSUs acquired hereunder, and the payment of dividends with respect to such RSUs, may give rise to employment income subject to Taxation. C. As a condition precedent to the delivery of the Shares issued in payout of a vested RSU or at such other time as may be required pursuant to this Section 13, if and to the extent that on the vesting of the Award (whether wholly or partially) or the issuance of Shares in respect thereof, the Company or any Affiliate or any other person (the “Accountable Person”) is or will be required by law to pay or account for any Taxation in relation to the Award, the Grantee shall, upon request by the Company, pay to the Company or relevant Accountable Person an unfunded and unsecured promise amount notified to the Grantee by the Company or his employer sufficient, in the opinion of the Company or other relevant Accountable Person, to indemnify the Company or other relevant Accountable Person in full against the amount of Taxation (including for the avoidance of doubt employer’s secondary Class 1 National Insurance contributions) to be so paid or accounted for (the “Required Tax Payments”) with respect to the Award. If the Grantee shall fail to advance the Required Tax Payments after request by the Company, (i) the Company may, in its discretion, deduct any Required Tax Payments from any amount then or thereafter payable by the Company to deliver the Grantee and/or (ii) the Committee may authorize the withholding of whole vested Shares in the future, subject which would otherwise be delivered to the terms hereofGrantee having an aggregate Fair Market Value, it is not possible to make a so-called “83(b) election” with respect to this Award. The Participant expressly acknowledges and agrees that determined as of the Participant’s rights hereunder, including the right to be issued Shares upon the vesting and settlement of this Award Tax Date (or any portion thereofas defined below), are subject equal to the Participant’s promptly paying, Required Tax Payments. D. The Grantee may elect to satisfy his or in respect her obligation to advance the Required Tax Payments by any of any later requirement of withholding, being liable promptly to pay at such time as such withholdings are due, the following means: (1) a cash payment to the Company in cash or other relevant Accountable Person, (or by such other means as may be acceptable to the Committee in its discretion) all taxes required to be withheld, if any, in respect of this Award. The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i2) authorizing the Company to withhold from issuance in payout of a number of vested RSU whole Shares or (ii) transferring which would otherwise be delivered to the Company shares of Common Stock owned by the Participant, in each case, Grantee having an aggregate Fair Market Value (measured on Value, determined as of the date such Shares would otherwise be delivered or are transferred Tax Date, equal to the CompanyRequired Tax Payments, as applicable(3) sufficient any combination of (1) and (2), or (4) any other method authorized by the Committee in its sole discretion and permitted by the Plan and applicable law. Shares to satisfy such obligationsbe withheld may not have a Fair Market Value in excess of the minimum amount of the Required Tax Payments. No Shares will Any fraction of a Share which would be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient required to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award the Participant such obligation shall be deemed to have committed) to pay disregarded and the remaining amount due shall be paid in cash all tax withholdings required at any later time in respect of by the transfer of such shares, or has made other arrangements satisfactory to the Committee with respect to the payment of such taxesGrantee. The Participant also authorizes the Company and its Affiliates to withhold such amounts from any amounts otherwise payable to the Participant, but nothing in this sentence No certificate representing a Share shall be construed as relieving delivered until the Participant of any liability for satisfying his or her obligations under the preceding provisions of this Section 5Required Tax Payments have been satisfied in full.

Certain Tax Matters. The Participant expressly acknowledges that because this Award consists of an unfunded and unsecured promise by Notwithstanding anything herein to the contrary, the Company shall have the right to deliver Shares in the futurededuct and withhold from any payment, subject to the terms hereof, it is not possible to make a so-called “83(b) election” dividend or distribution made with respect to this Award. The Participant expressly acknowledges and agrees that the Participant’s rights hereunder, including Preferred Shares (or upon the right redemption of the Preferred Shares or Alternative Preference Shares or the issuance of Class A Shares or Alternative Preference Shares upon conversion of the Preferred Shares) such amounts as are required to be issued Shares upon deducted or withheld with respect to the vesting making of such payment or distribution (or issuance) under any applicable Tax law; provided that, prior to making any such deduction or withholding the Company shall provide notice to Purchaser of its intent to withhold and settlement shall provide Purchaser with a reasonable opportunity to eliminate, reduce or otherwise mitigate any such deduction or withholding requirement and shall cooperate with the Purchaser in obtaining any available treaty relief. To the extent that any amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes of this Award (or any portion thereof), are subject Agreement as having been paid to the Participant’s promptly paying, person in respect of which such deduction or withholding was made. In the event the Company previously remitted any amounts to a Governmental Entity on account of Taxes required to be deducted or withheld in respect of any later requirement of withholding, being liable promptly to pay at such time as such withholdings are due, to the Company in cash payment or distribution (or by such other means as may be acceptable to the Committee in its discretiondeemed distribution) all taxes required to be withheld, if any, in respect of this Award. The Participant shall, at his on any shares without making a corresponding deduction or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing the Company to withhold a number of Shares or (ii) transferring to the Company shares of Common Stock owned by the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time withholding from amounts distributable in respect of the transfer of such applicable shares, or has made other arrangements satisfactory to the Committee with respect to the payment of such taxes. The Participant also authorizes the Company and its Affiliates shall be entitled to withhold offset any such amounts from against any amounts otherwise payable in respect of such shares (or the issuance of Class A Shares or Alternative Preference Shares upon conversion of the Preferred Shares). Notwithstanding anything herein or in the Articles of Amendment to the Participantcontrary, but nothing the Company has no intent under applicable law (including publicly available administrative statements) in this sentence shall be construed as relieving effect on the Participant date hereof to make any deduction or withholding for Taxes in respect of a conversion of the Preferred Shares into Class A Shares pursuant to Sections 5(a) and 5(c) of the Series 4 Articles of Amendment. The Company further agrees to cooperate with the Purchaser with regard to any liability for satisfying his other tax reporting or her obligations under compliance matters reasonably requested by the preceding provisions of this Section 5Purchaser in connection with the investment contemplated hereby.

Certain Tax Matters. (a) The Participant expressly acknowledges that because this Award consists of an unfunded and unsecured promise by the Company to deliver Shares in the future, subject to the terms hereof, it is not possible to make a so-called “83(b) election” with respect to this the Award. The Participant expressly acknowledges and agrees that the Participant’s rights hereunder, including the right to be issued Shares upon the vesting and settlement of this the Award (or any portion thereof), are subject to the Participant’s promptly paying, or in respect of any later requirement of withholding, withholding being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means as may be acceptable to the Committee in its discretion) all taxes required to be withheld, if any, in respect of this Award. The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by (i) authorizing the Company to withhold a number of Shares or (ii) transferring to the Company shares of Common Stock owned by the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be required to be transferred in satisfaction pursuant to the vesting and settlement of this the Award (or any portion thereof) unless and until the Participant or the person then holding this the Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Committee with respect to the payment of such taxes. The Participant also authorizes the Company and its Affiliates subsidiaries to withhold such amounts from any amounts otherwise payable owed to the Participant, but nothing in this sentence shall be construed as relieving the Participant of any liability for satisfying his or her obligations under the preceding provisions of this Section 56. (b) Each payment hereunder is intended be compliant with or exempt from Section 409A, and shall be interpreted consistent with such intent. Each installment hereunder shall be treated as a separate payment for purposes of Section 409A.

Certain Tax Matters. The Participant expressly acknowledges that because this Award consists (a) Each of an unfunded Purchaser and unsecured promise by Parent shall bear fifty percent (50%) of all transfer, recording, sales, use (including all bulk sales taxes) and other similar taxes and fees arising out of or in connection with the Company to deliver Shares in the future, subject to the terms hereof, it is not possible to make a so-called “83(b) election” with respect transactions effected pursuant to this AwardAgreement (collectively, the “Transfer Taxes”). The Participant expressly acknowledges and agrees party which has the primary obligation to do so under applicable law shall file any Tax Return that the Participant’s rights hereunder, including the right is required to be issued Shares upon the vesting and settlement of this Award (or any portion thereof), are subject to the Participant’s promptly paying, or filed in respect of any later requirement of withholdingTaxes described in this section, being liable promptly to pay at and the other party shall cooperate with respect thereto as necessary. (b) Parent and Purchaser shall provide each other with such time assistance as such withholdings are due, to the Company in cash (or by such other means as reasonably may be acceptable to the Committee requested by either of them in its discretion) all taxes required to be withheld, if any, in respect of this Award. The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by connection with (i) authorizing the Company to withhold a number preparation of Shares any Tax Return, or (ii) transferring any audit or other examination by any taxing authority, or any judicial or administrative proceedings relating to liability for Taxes. The party requesting assistance hereunder shall reimburse the other party for reasonable out-of-pocket expenses incurred in providing such assistance, provided, however, that, for purposes of receiving reimbursement, no independent contractors, such as accountants or attorneys, shall be consulted without the written consent of the party requesting assistance, which consent shall not be unreasonably withheld (c) Notwithstanding anything in this Agreement to the Company shares of Common Stock owned by contrary, Purchaser shall be entitled to withhold from the Participant, in each case, having an aggregate Fair Market Value Purchase Price otherwise payable pursuant to this Agreement: (measured on the date i) such Shares would otherwise amounts as are required to be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements withheld with respect to the making of such payment under any applicable tax withholdings then due withholding requirements of the Code or under any provision of state, local or foreign Tax law; and has committed (and ii) 50% of such Transfer Taxes or stamp Taxes required to be paid by holding this Award Purchaser to United States Tax authorities as a result of the Participant transfer of the Acquired Assets to Purchaser. Any amounts so withheld by Purchaser shall be deemed to have committed) been paid to pay Parent for all purposes of this Agreement. Purchaser shall provide Parent, to the extent reasonably practicable in cash all tax withholdings required at any later time in respect anticipation of the transfer of such sharesClosing, or has made other arrangements satisfactory to the Committee with respect to the payment of such taxes. The Participant also authorizes the Company and its Affiliates to withhold such amounts from supporting information in reasonable detail for any amounts otherwise payable to the Participant, but nothing in this sentence shall be construed as relieving the Participant of any liability for satisfying his or her obligations under the preceding provisions of withheld by Purchaser pursuant to this Section 57.1(c), and shall provide the related receipts promptly after the Closing Date.

Certain Tax Matters. (a) The Participant expressly acknowledges Shareholders' Representative shall have the right to prepare, or cause to be prepared, all federal, state and local Tax Returns of the Company and its Subsidiaries to be filed after the Closing Date which relate to a taxable period ending on or before the Closing Date, including any short taxable period (and the personnel of the Company and its Subsidiaries shall cooperate reasonably with the Shareholders' Representative in connection therewith and shall provide, at no expense to the Shareholders' Representative, such accounting and tax schedules and other information as is reasonably requested by the accountants who shall prepare such Tax Returns); provided, however, (i) Shareholders' Representative shall bear all reasonable third party costs of preparing and filing such Tax Returns, (ii) the Shareholders' Representative shall deliver to Buyer for its review, comment and approval (which approval will not be unreasonably withheld or delayed) a copy of the proposed Tax Returns no later than forty-five (45) days prior to the filing date of each such Tax Return (including extensions thereof), and (iii) the Shareholders' Representative shall confirm in writing that because the proposed Tax Return has been prepared in a manner that is consistent with the past Tax practices and consistent with the past Tax Returns of the Company and its Subsidiaries. The Company and its Subsidiaries shall file all such Tax Returns and shall pay the amount of any Taxes shown due thereon to the appropriate Tax authorities. (b) The Buyer shall prepare, or cause to be prepared, and shall file, or cause to be filed, all Tax Returns of the Company and its Subsidiaries other than the Tax Returns which the Shareholders' Representative shall prepare, or cause to be prepared, pursuant to Section 6.4(a), but if any such Tax Return relates to any period beginning before the Closing Date, (i) the Buyer shall deliver to the Shareholders' Representative for his or her review, comment and approval (which approval will not be unreasonably withheld or delayed) a copy of the proposed Tax Return no later than forty-five (45) days prior to the filing date of such Tax Return (including extensions thereof) and (ii) the Buyer shall confirm in writing that the proposed Tax Return has been prepared in a manner that is consistent with the past Tax practices and consistent with the past Tax Returns of the Company and its Subsidiaries. (c) The Shareholders' Representative shall have the right, at the expense of the parties to the Contribution Agreement (i) to control, in whole or in part, any Tax audit or contest, (ii) to resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment, (iii) to consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment, (iv) to initiate any claim for refund, and (v) to amend any Tax Return (each, a "Tax Matter"), in each case solely to the extent relating to all Taxes attributable to taxable periods of the Company and its Subsidiaries covered by the representations under Section 4.10 above and, if the Shareholder's Representative, on behalf of the parties to the Contribution Agreement, is obligated to indemnify Buyer against Taxes payable in connection with such Tax Matter under this Award consists Agreement, the Shareholders' Representative has acknowledged in writing such obligation. If the Buyer is not entitled to control the Tax Matter under the foregoing provisions, the Shareholders' Representative will provide, or cause to be provided, to the Buyer copies of an unfunded all correspondence received from or delivered to the taxing authority in connection with such Tax Matter. (d) If the Shareholders' Representative does not elect to control a Tax Matter under Section 6.4(c) or otherwise does not control a Tax Matter which relates in whole or in part to taxable periods of the Company and unsecured promise its Subsidiaries covered by the representations under Section 4.10 hereof, (i) the Buyer will use good faith efforts for the benefit of the Company and its Subsidiaries and the Significant Shareholders in the defense or assertion of such Tax Matter, (ii) the Buyer will provide, or cause to be provided, to the Shareholders' Representative, copies of all correspondence received from or delivered to the taxing authority in connection with any such Tax Matter, (iii) the Buyer, the Company and its Subsidiaries shall allow the Shareholders' Representative to participate in such Tax Matter at the expense of the Shareholders' Representative, and (iv) the Buyer, the Company and its Subsidiaries shall not settle such Tax Matter without the consent of the Shareholders' Representative, which consent will not be unreasonably withheld or delayed. (e) Any Tax refunds received by the Company and its Subsidiaries relating to deliver Shares in a period or partial period ending on or before the future, subject Closing Date shall be paid to the terms hereofShareholders' Representative for the benefit of the holders of the Company Shares, it is not possible to make a so-called “83(b) election” with respect to this Award. The Participant expressly acknowledges the Company Options and agrees that the Participant’s rights hereunderWarrants, including the right to be issued Shares upon the vesting and settlement of this Award (or any portion thereof), are subject except to the Participant’s promptly paying, or in respect of any later requirement of withholding, being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means as may be acceptable to the Committee in its discretion) all taxes required to be withheld, if any, in respect of this Award. The Participant shall, at his or her election, be permitted to satisfy the statutory minimum amount of such tax obligations by extent (i) authorizing any such amount is reflected as a receivable or other asset on the Company to withhold a number of Shares Final Closing Date Balance Sheet and taken into account in determining the Final Closing Date Net Working Capital Amount or (ii) transferring such Tax refund results from the carryback of a net operating loss or other tax attribute arising in a taxable period or portion of period beginning after the Closing Date. The amount of the refund will be reduced by any current or future Taxes required to be paid by the Company or its Subsidiaries as a result of the Tax refund or the adjustments giving rise to the Company shares Tax refund. (f) The Shareholders' Representative and the Buyer shall (i) each provide the other with such assistance as may reasonably be requested by any of Common Stock owned them in connection with the preparation of any Tax Return, audit or other examination by the Participant, in each case, having an aggregate Fair Market Value (measured on the date such Shares would otherwise any taxing authority or judicial or administrative proceedings relating to liability for Taxes or as may be delivered or are transferred to the Company, as applicable) sufficient to satisfy such obligations. No Shares will be transferred in satisfaction of this Award (or any portion thereof) unless and until the Participant or the person then holding this Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by holding this Award the Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Committee reasonably requested with respect to the payment purchase of insurance or similar coverage for liabilities related to Taxes, (ii) each retain and provide the other with any records or other information which may be relevant to such Tax Return, audit or examination, proceeding determination, or insurance purchase and (iii) each provide the other with any final determination of any such audit or examination, proceeding or determination that affects any amount required to be shown on any Tax Return of the other for any period. Without limiting the generality of the foregoing, the Buyer shall retain, and shall cause the Company to retain, and the Shareholders' Representative shall retain, until the applicable statutes of limitations (including any extensions) have expired, copies of all Tax Returns, supporting work schedules and other records or information which may be relevant to such Tax Returns for all tax periods or portions thereof ending before or including the Closing Date; each shall allow reasonable access to such Tax Returns, schedules and records to the other party; and each shall not destroy or otherwise dispose of any such Tax Returns, schedules, and records without first providing the other party with a reasonable opportunity to review and copy the same. (g) Buyer understands and agrees that no election will be made by Company and Buyer under Sections 338(g) and 338(h)(10) of the Code and any corresponding or similar elections under state, local or foreign tax law with respect to the purchase and sale of the Company Shares hereunder. (h) Notwithstanding anything in this Section 6 of the Agreement to the contrary, neither the Company nor any of its Subsidiaries will be entitled to settle, concede or compromise, either administratively or after the commencement of litigation, any Tax Matter or file any amended Tax Return or claim for Tax refund, which would adversely affect the liability for Taxes of Buyer, the Company or Subsidiary or any Affiliate thereof for any taxable period or portion thereof beginning after the Closing Date (including the imposition of income Tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) without the prior written consent of Buyer. Such consent will not be unreasonably withheld or delayed. (i) Buyer and the Shareholders' Representative and their respective Affiliates will, if necessary and to the extent permitted by applicable Law, cause elections to be filed with the relevant taxing authorities to treat the taxable years of each Company and Subsidiary as terminated on the Closing Date. Nevertheless, whenever it is necessary under this Agreement to determine the liability for Taxes of any Company or Subsidiary for a taxable period that begins before and ends after the Closing Date (a "Straddle Period"), the determination of such taxesTaxes for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date will be determined by assuming that the Straddle Period consisted of two taxable years or periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date; provided, however, that real and personal property Taxes and similar Taxes, exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, will be apportioned between such two taxable years or periods on a daily basis. The Participant also authorizes As the Parties have agreed that the Estimated Closing Date Balance Sheet and the Final Closing Date Balance Sheet are to be prepared as of the opening of business on the Closing Date, resulting in the business operations of the Company and its Affiliates Subsidiaries on the Closing Date (determined without regard to withhold such amounts from any amounts otherwise payable items related to the Participanttransactions contemplated by this Agreement) being for the benefit of Buyer, but nothing in this sentence the Parties agree that such business operations will be taken into account by the Company and its Subsidiaries for tax purposes as if such operations occur after the Closing Date. (j) Neither the Company nor its Subsidiaries shall be construed as relieving (and the Participant Significant Shareholders shall not cause or permit the Company or its Subsidiaries to), at any time on or after the date hereof, take any action, including the filing of any liability Tax Return or taking of any Tax position, that would reduce or have the effect of reducing the amount of the federal net operating losses (and any other federal tax deduction and any federal tax credit (equated to its value as a deduction)) of the Company and its Subsidiaries that will carry over and be available to the Company and its Subsidiaries for satisfying his taxable periods after the Closing Date, below $124,450,000 (subject to reduction as provided in the Escrow Agreement), or her obligations that would otherwise limit or adversely affect the use by the Company and/or its Subsidiaries of such net operating losses under Section 382 of the preceding provisions Code (other than the consummation of the transactions provided for hereunder). (k) The Buyer agrees that any and all payments to be made by the Company and its Subsidiaries with respect to each Company Option, any and all payments made to French pursuant to the terms of the French Employment Agreement, any and all payments with respect to any Indebtedness to be repaid as contemplated by Section 2.7, and any writeoff of unamortized expenses in connection with any such Indebtedness, shall, in each case to the extent deductible or amortizable by the Company and its Subsidiaries, be taken into account as tax deductions that carryover and are available to the Company and its Subsidiaries for taxable periods after the Closing Date for purposes of Section 6.4(j) and Section 8.5(c) of this Section 5Agreement, whether or not such payments and writeoffs are actually included as deductions by the Company and its Subsidiaries in the taxable periods ending on or before the Closing Date.