Common use of Contributions Clause in Contracts

Contributions. The Employee may direct the Employer to contribute cash to the Employee's account established and maintained pursuant to the Custodial Agreement (the "Custodial Account") in accordance with the Salary Reduction Agreement entered into between the Employee and the Employer. Such contributions may be made to the extent they do not exceed $9,500 or any greater amount permitted by Section 402(g) of the Code. The Employer may also make non-elective cash contributions to the Custodial Account on behalf of the Employee. Contributions in accordance with a Salary Reduction Agreement and non-elective Employer contributions may be made to the extent that they do not constitute "excess contributions" as that term is defined in Section 4973(c) of the Code (an "Excess Contribution"). In addition, the Employee or Employer may, in accordance with the Code, transfer or cause to be transferred in cash the Employee's balance in any other 403(b) plan, and the Employee may make a rollover contribution of any qualifying distribution from a 403(b) plan. The Sponsor, the Fund(s) and the Custodian shall not be responsible for determining the amount that may be contributed to the Custodial Account on behalf of the Employee, nor shall any of them be responsible to recommend or compel an Employer to make contributions to the Custodial Account. If during any taxable year the Employer contributed an amount that is an Excess Contribution, such Excess Contribution and any income attributable thereto shall, upon the written request of the Employee, be paid to the Employee by the Custodian or, at the Employee's election, be applied toward a contribution for the current or subsequent taxable year. If the amount of contributions made to the Custodial Account for any taxable year pursuant to a Salary Reduction Agreement exceeds the applicable dollar limitation of Section 402(g) of the Code, and is designated by the Employee, in writing, no later than March 1 of the following year, then the amount of contributions in excess of such limitation plus allocable earnings through the date of distribution shall be distributed by the Custodian no later than April 15 of the following year. The interest of the Employee in the Custodial Account shall be non- forfeitable at all times, may not be assigned, and shall not be subject to alienation, assignment, trustee process, garnishment, attachment, execution or levy of any kind, except with regard to payment of the expenses of the custodian as authorized by the provision of this Plan and the Custodial Agreement, and except as required by law.

Contributions. The Employee may direct the Employer to contribute cash All initial contributions shall be paid to the Employee's account established and maintained pursuant to Custodian at the Custodial time the Participation Agreement (the "Custodial Account") in accordance with the Salary Reduction Agreement entered into between the Employee and the Employeris executed. Such Additional contributions may be made paid to the extent they do not exceed $9,500 Custodian in such manner and in such amounts as the Custodian shall specify. Contributions made by or any greater amount permitted by Section 402(g) of the Code. The Employer may also make non-elective cash contributions to the Custodial Account on behalf of the Employee. Contributions in accordance with a Salary Reduction Agreement and non-elective Employer contributions Participant may be paid at any time during the calendar year, but in no event later than the last day for the filing of the Federal Income Tax Return for the calendar year to which they relate, not to include any extensions thereof. Except in the case of a Rollover IXX or Simplified Employee Pension, contributions made by or on behalf of the Participant shall not be made during or after the calendar year in which the Participant attains age 70 1/2 years. All IXX contributions must be in cash. If an Excess Contribution is made by or on behalf of the Participant for any calendar year, upon written request for distribution from the Participant stating the amount of the Excess Contribution to be distributed, Custodian will distribute such amount of the Excess Contribution to the extent that they do Participant, together with the income attributable thereto. The Custodian shall not constitute "excess contributions" as that term is defined in Section 4973(c) have any duty to determine whether an Excess Contribution has been made by or on behalf of the Code (an "Excess Contribution"). In additionParticipant, the Employee or Employer may, in accordance with the Code, transfer or cause to be transferred in cash the Employee's balance in any other 403(b) plan, and the Employee may make a rollover contribution of any qualifying distribution from a 403(b) plan. The Sponsor, the Fund(s) and the Custodian shall not be responsible held liable by the Participant or any other person for determining failing to determine whether an Excess Contribution was made or for failing to make distribution of such Excess Contribution without request of the amount that may Participant. The Custodian shall not be contributed liable to the Custodial Account on behalf Participant or any other person for taxes or other penalties incurred as a result of the Employee, nor shall any of them be responsible to recommend or compel an Employer to make contributions to the Custodial Account. If during any taxable year the Employer contributed an amount that is an Excess Contribution, such Excess Contribution and any income attributable thereto shall, upon or as a result of a distribution of an Excess Contribution and any income attributable thereto. Before the written request Custodian shall accept a contribution by or on behalf of the EmployeeParticipant as a Rollover Contribution, be paid the Participant shall deliver to the Employee by Custodian a written declaration, in a form acceptable to the Custodian, that such contribution is eligible for treatment as a Rollover Contribution. Notwithstanding anything to the contrary in the Plan, once the Custodian or, at has received a declaration from the Employee's election, be applied toward Participant that a contribution for is a Rollover Contribution, the current or subsequent taxable yearCustodian may conclusively rely on the Participant's declaration and may accept and treat the contribution as a Rollover Contribution. If the amount of contributions made to the Custodial Account for any taxable year pursuant to All Rollover Contributions from a Salary Reduction Agreement exceeds the applicable dollar limitation of Section 402(g) of the Code, and is designated by the Employee, in writing, no later than March 1 of the following year, then the amount of contributions in excess of such limitation plus allocable earnings through the date of distribution qualified employer plan shall be distributed by the Custodian no later than April 15 of the following year. The interest of the Employee maintained in the Custodial Account shall be non- forfeitable at all times, may not be assigned, and shall not be subject to alienation, assignment, trustee process, garnishment, attachment, execution or levy of any kind, except with regard to payment of the expenses of the custodian as authorized by the provision of this Plan and the Custodial Agreement, and except as required by lawa separate Rollover IXX.

Contributions. 3.10.1 The Employee may direct Lessor shall notify the Employer Lessee if at any time the aggregate of the Lessor’s Total Expenditure has reached or, taking account of the next payment or payments in respect of the Lessors’ Total Expenditure, will reach the Maximum Commitment and in circumstances where the aggregate of the Lessor’s Total Expenditure and the Lessor’s projected expenditure exceeds or is likely to contribute cash exceed the Maximum Commitment (a “Commitment Shortfall”) the Lessor shall notify the Lessee promptly and in any event not later than two (2) Business Days before required, that a Contribution Payment will be required. 3.10.2 Any notice from the Lessor requiring a Contribution Payment shall specify the amount of the Contribution Payment due from the Lessee and the scheduled date for payment thereof, being no later than one (1) Business Day prior to the Employee's account established and maintained pursuant date on which the Lessor is to make payment in respect of such Lessor’s Total Expenditure and, in the Custodial Agreement (case of the "Custodial Account") Final Instalment, before the date on which the Lessor is required to procure the issuing of a payment undertaking from the Bank in accordance with the Salary Reduction Agreement entered into between the Employee and the Employer. Such contributions may be made to the extent they do not exceed $9,500 or any greater amount permitted by Section 402(garticle II.5(c) of the Code. The Employer may also make non-elective cash contributions Novated Building Contract, and will be accompanied by documentation evidencing the amount of the Contribution Payment, to the Custodial Account on behalf best of the EmployeeLessor’s then estimation. Contributions Each such notice shall constitute a “Contribution Payment Request”. 3.10.3 If and so often as the Lessee receives a Contribution Payment Request under clause 3.10.2, the Lessee shall pay to the Lessor an amount equal to the Contribution Payment requested by the Lessor in the applicable Contribution Payment Request to the Lessor’s account as specified in the Contribution Payment Request, to be received not less than one (1) Business Day prior to the date on which the Lessor is to make the payment in respect of such Lessor’s Total Expenditure and, in the case of the Final Instalment, not less than one (1) Business Day before the date on which the Lessor is required to procure the issue of a payment undertaking from the Bank in respect of the Final Instalment in accordance with a Salary Reduction Agreement and non-elective Employer contributions may be made to the extent that they do not constitute "excess contributions" as that term is defined in Section 4973(carticle II.5(c) of the Code (an "Excess Contribution"). In addition, the Employee or Employer may, in accordance with the Code, transfer or cause to be transferred in cash the Employee's balance in any other 403(b) plan, and the Employee may make a rollover contribution of any qualifying distribution from a 403(b) plan. The Sponsor, the Fund(s) and the Custodian shall not be responsible for determining the amount that may be contributed to the Custodial Account on behalf of the Employee, nor shall any of them be responsible to recommend or compel an Employer to make contributions to the Custodial Account. If during any taxable year the Employer contributed an amount that is an Excess Contribution, such Excess Contribution and any income attributable thereto shall, upon the written request of the Employee, be paid to the Employee by the Custodian or, at the Employee's election, be applied toward a contribution for the current or subsequent taxable year. If the amount of contributions made to the Custodial Account for any taxable year pursuant to a Salary Reduction Agreement exceeds the applicable dollar limitation of Section 402(g) of the Code, and is designated by the Employee, in writing, no later than March 1 of the following year, then the amount of contributions in excess of such limitation plus allocable earnings through the date of distribution shall be distributed by the Custodian no later than April 15 of the following year. The interest of the Employee in the Custodial Account shall be non- forfeitable at all times, may not be assigned, and shall not be subject to alienation, assignment, trustee process, garnishment, attachment, execution or levy of any kind, except with regard to payment of the expenses of the custodian as authorized by the provision of this Plan and the Custodial Agreement, and except as required by lawNovated Building Contract.

Contributions. The Employee a. Each Subscriber may direct make Contributions in respect of the Employer Beneficiary in such amounts and at such times as the subscriber designates, subject to: (i) any minimum amounts established by the Promoter from time to contribute cash time by written notice to each Subscriber; (ii) the RESP Lifetime Limit; (iii) no Contribution being made to the Employee's account established and maintained pursuant Plan by or on behalf of a Subscriber after the 31st calendar year (35th calendar year in the case of a Specified Plan) following the calendar year in which the Plan is entered into; and (iv) such other restrictions as may be set out in the Applicable Legislation from time to time. b. Each Subscriber agrees that he/she is responsible for ensuring that the total of all contributions made in respect of the Beneficiary, other than contributions made to the Custodial Agreement (Plan by way of transfer from other registered education savings plans, will not exceed the "Custodial Account"RESP Lifetime Limit imposed by the Applicable Legislation from time to time. Each Subscriber acknowledges that any failure to abide by the RESP Lifetime Limit will give rise to penalties and/or taxes as provided in the Applicable Legislation, and each Subscriber agrees he/she is solely responsible for the payment of such penalties and/or taxes and for the completion of all resulting required tax reporting. c. In the case of Contributions in kind, the value of such Contributions will be an amount equal to the fair market value of such Contributions at the time of payment into the Plan. Where such fair market value is not readily determinable, in the opinion of either the Promoter or the Trustee, a Subscriber shall provide written evidence satisfactory to the Promoter or Trustee, as applicable, establishing such fair market value and the Contribution shall only be accepted by the Promoter once such satisfactory evidence of fair market value has been so provided and the registered ownership of such property has been changed to reflect ownership by the Plan. d. In the event a Subscriber wishes to apply for Government Funded Benefits, the Subscriber shall make such application in a form and manner acceptable to the Minister and to the Promoter, which form the Promoter shall provide to the Subscriber(s) prior to, or immediately upon, completion of the Application. The Promoter shall ensure that the Government Funded Benefits paid to the Plan are administered, invested and paid out of the Plan strictly in accordance with the Salary Reduction Agreement entered into between terms of this Contract, the Employee Applicable Legislation, and the Employer. Such contributions may agreements referred to in section 25. e. Each Subscriber undertakes to inform the Promoter of any change in circumstances of the Beneficiary (including any change of the Beneficiary or in the residency status of the Beneficiary) upon the Subscriber making a Contribution or a request for an Educational Assistance Payment to be made to the extent they do not exceed $9,500 or any greater amount permitted by Section 402(g) of the Code. The Employer may also make non-elective cash contributions to the Custodial Account on behalf of the Employee. Contributions in accordance with a Salary Reduction Agreement and non-elective Employer contributions may be made to the extent that they do not constitute "excess contributions" as that term is defined in Section 4973(c) of the Code (an "Excess Contribution"). In addition, the Employee or Employer may, in accordance with the Code, transfer or cause to be transferred in cash the Employee's balance in any other 403(b) plan, and the Employee may make a rollover contribution of any qualifying distribution from a 403(b) plan. The Sponsor, the Fund(s) and the Custodian shall not be responsible for determining the amount that may be contributed to the Custodial Account on behalf of the Employee, nor shall any of them be responsible to recommend or compel an Employer to make contributions to the Custodial Account. If during any taxable year the Employer contributed an amount that is an Excess Contribution, such Excess Contribution and any income attributable thereto shall, upon the written request of the Employee, be paid to the Employee by the Custodian or, at the Employee's election, be applied toward a contribution for the current or subsequent taxable year. If the amount of contributions made to the Custodial Account for any taxable year pursuant to a Salary Reduction Agreement exceeds the applicable dollar limitation of Section 402(g) of the Code, and is designated by the Employee, in writing, no later than March 1 of the following year, then the amount of contributions in excess of such limitation plus allocable earnings through the date of distribution shall be distributed by the Custodian no later than April 15 of the following year. The interest of the Employee in the Custodial Account shall be non- forfeitable at all times, may not be assigned, and shall not be subject to alienation, assignment, trustee process, garnishment, attachment, execution or levy of any kind, except with regard to payment of the expenses of the custodian as authorized by the provision of this Plan and the Custodial Agreement, and except as required by lawBeneficiary.

Contributions. The Employee may direct (a) On the Employer to contribute cash Execution Date, the Bloom Member shall make a contribution to the Employee's account established Company in an amount equal to [***], which amount shall be used to pay Transaction Expenses and maintained Facility Costs due on or about the Execution Date. (b) On each Funding Date occurring on or prior to the Funding Date Deadline (provided that there shall be no more than one Funding Date in each calendar month, unless otherwise agreed in writing by the Bloom Member and the Investor): (i) the Investor shall contribute to the Company (or directly to the Facility Company as contemplated under the ECA, at Investor’s election) an amount equal to the Initial Investor Contribution Amount (the “Initial Investor Contribution”) for each Deposit Invoice for the applicable Tranche that is due and payable as of such Funding Date, if any; (ii) thereafter the Bloom Member shall contribute (or shall have already contributed) to the Company an amount equal to the lesser of (A) the remaining amount of all Facility Costs for the applicable Tranche due and payable as of such Funding Date following the application of Section 2.2(b)(i), minus the proceeds of any loan being advanced with respect to such Tranche pursuant to the Custodial Credit Agreement and (B) the Bloom Member Contribution minus any previous contributions made by the Bloom Member pursuant to Section 2.2(a) with respect to Transaction Expenses or pursuant to this Section 2.2(b), whether for the Tranche subject to such funding or with respect to any other Tranche; and (iii) thereafter, in the event that the amount to be funded pursuant to Section 2.2(b)(i) and Section 2.2(b)(ii) is insufficient to pay all Facility Costs for such Tranche, the Investor shall contribute to the Company (or directly to the Facility Company as contemplated under the ECA, at Investor’s election) an amount equal to the lesser of (A) the remaining amount of all Facility Costs for the applicable Tranche due and payable as of such Funding Date following the application of Section 2.2(b)(i) and Section 2.2(b)(ii), minus the proceeds of any loans being advanced with respect to such Tranche pursuant to the Credit Agreement and (B) the Investor Contribution minus any previous contributions made by the Investor pursuant to this Section 2.2, whether for the Tranche subject to such funding or with respect to any other Tranche. (c) Notwithstanding anything in Section 2.2(b) to the contrary, (i) if by the Funding Date Deadline, the aggregate amount of (A) capital contributions made by the Bloom Member (including pursuant to Section 2.2(a) and Section 2.2(b)(ii)), less (B) any distributions from the Company to the Bloom Member pursuant to Section 5.1(b)(ii) of the Company LLC Agreement, is not equal to [***] percent [***] of the aggregate contributions made by both the Bloom Member and the Investor [***] Confidential Treatment Requested with respect to all Facility Costs for all Tranches (including without limitation any Initial Investor Contribution), then, on such Funding Date Deadline, the Parties shall perform a true-up (the "Custodial Account"“Funding Date Deadline Capital Adjustment”) in accordance with so that the Salary Reduction Agreement entered into between deemed capital contributions of the Employee Bloom Member (less any such distributions from the Company) equal [***] of the aggregate capital contributions and the Employerdeemed capital contributions of the Investor equal [***] of the aggregate capital contributions (with respect to each Party, the “Allocable Percentage”). Such To carry out the Funding Date Deadline Capital Adjustment, the Party who has contributed less than its Allocable Percentage shall contribute an additional amount such that, after (1) giving effect to such additional contribution by such Party, (2) distributing such amount to the other Party and (3) deeming such distribution to the other Party to have correspondingly reduced the aggregate contributions may be of such other Party to the Company, the percentage of the aggregate contributions made by the Bloom Member and the Investor shall equal the Allocable Percentages. Any positive difference between (x) the contributions previously made to the Company by a Party hereunder (or to the Facility Company under the ECA, in the case of the Investor) and (y) such Party’s Allocable Percentage shall be distributed to such Party on such Funding Date Deadline; and (ii) for the avoidance of doubt, the Investor shall not be required to make any contributions pursuant to Section 2.2(b) or 2.2(c) to the extent they do of cost overruns related to the Facility that were not exceed $9,500 included in Facility Costs set forth in the Base Case Model. (d) Bloom Member shall provide written notice to the Investor no less than ten (10) days prior to any anticipated Placed in Service date for a Facility with respect to which the Investor has not yet contributed the Initial Investor Contribution Amount (or made a payment of such amount directly to the Facility Company as contemplated under the ECA), and after the delivery of such notice shall not cause such Facility to be Placed in Service until the date following the date on which the Investor has contributed the Initial Investor Contribution Amount. (e) Notwithstanding anything else herein to the contrary, it is understood and agreed by Bloom and Investor that any greater amount permitted ECA Equity Contribution made by the Investor pursuant to Section 402(g2.1(c) of the Code. The Employer may also make non-elective cash contributions ECA shall be deemed a contribution by the Investor pursuant to Section 2.2(b) hereof and shall be credited toward the Custodial Account on behalf of the Employee. Contributions in accordance with a Salary Reduction Agreement and non-elective Employer contributions may be Investor Contribution hereunder as if made to the extent that they do not constitute "excess contributions" as that term is defined in Section 4973(c) of the Code (an "Excess Contribution"). In addition, the Employee or Employer may, in accordance with the Code, transfer or cause to be transferred in cash the Employee's balance in any other 403(b) plan, and the Employee may make a rollover contribution of any qualifying distribution from a 403(b) plan. The Sponsor, the Fund(s) and the Custodian shall not be responsible for determining the amount that may be contributed to the Custodial Account on behalf of the Employee, nor shall any of them be responsible to recommend or compel an Employer to make contributions to the Custodial Account. If during any taxable year the Employer contributed an amount that is an Excess Contribution, such Excess Contribution and any income attributable thereto shall, upon the written request of the Employee, be paid to the Employee by the Custodian or, at the Employee's election, be applied toward a contribution for the current or subsequent taxable year. If the amount of contributions made to the Custodial Account for any taxable year pursuant to a Salary Reduction Agreement exceeds the applicable dollar limitation of Section 402(g) of the Code, and is designated by the Employee, in writing, no later than March 1 of the following year, then the amount of contributions in excess of such limitation plus allocable earnings through the date of distribution shall be distributed by the Custodian no later than April 15 of the following year. The interest of the Employee in the Custodial Account shall be non- forfeitable at all times, may not be assigned, and shall not be subject to alienation, assignment, trustee process, garnishment, attachment, execution or levy of any kind, except with regard to payment of the expenses of the custodian as authorized by the provision of this Plan and the Custodial Agreement, and except as required by lawCompany directly.

Contributions. The Employee may direct (a) On the Employer to contribute cash Execution Date, the Bloom Member shall make a contribution to the Employee's account established Company in an amount equal to [***] which amount shall be used to pay Transaction Expenses and maintained Facility Costs due on or about the Execution Date. (b) On each Regular Funding Date occurring on or prior to the Funding Date Deadline (provided that there shall be no more than one Regular Funding Date in each calendar month unless otherwise agreed in writing by the Bloom Member and the Investor): (i) the Bloom Member shall contribute (or shall have already contributed) to the Company an amount equal to the lesser of (A) the aggregate amount of all Facility Costs for the applicable Tranche due and payable as of such Funding Date minus the proceeds of any notes being disbursed with respect to such Tranche pursuant to the Custodial Note Purchase Agreement and (B) the Bloom Member Contribution minus any previous contributions made by the Bloom Member pursuant to Section 2.2(a) with respect to Transaction Expenses or pursuant to this Section 2.2(b), whether for the Tranche subject to such funding or with respect to any other Tranche; and (ii) thereafter, in the event that the amount to be funded pursuant to Section 2.2(b)(i) is insufficient to pay all Facility Costs for such Tranche, the Investor shall contribute to the Company an amount equal to the lesser of (A) the remaining amount of all Facility Costs for the applicable Tranche due and payable as of such Funding Date following the application of Section 2.2(b)(i) minus the proceeds of any notes being disbursed with respect to such Tranche pursuant to the Note Purchase Agreement and (B) the Investor Contribution minus any previous contributions made by the Investor pursuant to this Section 2.2, whether for the Tranche subject to such funding or with respect to any other Tranche. (c) Notwithstanding anything in Section 2.2(b) to the contrary, (i) on any Special Funding Date, the Investor shall contribute to the Company an amount equal to the Initial Investor Contribution Amount for such Tranche, minus the amount of any previous Investor Contributions with respect to such Tranche; (ii) if by the Funding Date Deadline, the aggregate amount of capital contributions made by the Bloom Member (including pursuant to Section 2.2(a) and Section 2.2(b)(i)) is not equal to [***] of the aggregate contributions made [***] Confidential Treatment Requested by both the Bloom Member and the Investor with respect to all Facility Costs for all Tranches (including without limitation any Initial Investor Contribution Amount), then, on such Funding Date Deadline, the Parties shall perform a true-up (the "Custodial Account"“Funding Date Deadline Capital Adjustment”) in accordance with so that the Salary Reduction Agreement entered into between deemed capital contributions of the Employee Bloom Member equal [***] of the aggregate capital contributions and the Employerdeemed capital contributions of the Investor equal [***] of the aggregate capital contributions (with respect to each Party, the “Allocable Percentage”). Such To carry out the Funding Date Deadline Capital Adjustment, the Party who has contributed less than its Allocable Percentage shall contribute an additional amount such that, after (i) giving effect to such additional contribution by such Party, (ii) distributing such amount to the other Party and (iii) deeming such distribution to the other Party to have correspondingly reduced the aggregate contributions may of such other Party to the Company, the percentage of the aggregate contributions made by the Bloom Member and the Investor shall equal the Allocable Percentages. Any positive difference between (x) the contributions previously made by a Party and (y) such Party’s Allocable Percentage shall be made distributed to such Party on such Funding Date Deadline; and (iii) for the avoidance of doubt, the Investor shall not be required to make any contributions pursuant to Section 2.2(b)(ii) or 2.2(c) to the extent they do not exceed $9,500 or any greater amount permitted by Section 402(g) of the Code. The Employer may also make non-elective cash contributions cost overruns related to the Custodial Account on behalf of Facility that were not included in Facility Costs set forth in the Employee. Contributions in accordance with a Salary Reduction Agreement and non-elective Employer contributions may be made Base Case Model. (d) Bloom Member shall provide written notice to the extent that they do Investor no less than ten (10) days prior to any anticipated Placed in Service date for a Facility with respect to which the Investor has not constitute "excess contributions" as that term is defined in Section 4973(c) yet contributed the Initial Investor Contribution Amount, and after the delivery of the Code (an "Excess Contribution"). In addition, the Employee or Employer may, in accordance with the Code, transfer or such notice shall not cause such Facility to be transferred Placed in cash Service until the Employee's balance earlier of (a) the anticipated Placed in any other 403(bService date and (b) plan, and the Employee may make a rollover contribution of any qualifying distribution from a 403(b) plan. The Sponsor, the Fund(s) and the Custodian shall not be responsible for determining the amount that may be contributed to the Custodial Account on behalf of the Employee, nor shall any of them be responsible to recommend or compel an Employer to make contributions to the Custodial Account. If during any taxable year the Employer contributed an amount that is an Excess Contribution, such Excess Contribution and any income attributable thereto shall, upon the written request of the Employee, be paid to the Employee by the Custodian or, at the Employee's election, be applied toward a contribution for the current or subsequent taxable year. If the amount of contributions made to the Custodial Account for any taxable year pursuant to a Salary Reduction Agreement exceeds the applicable dollar limitation of Section 402(g) of the Code, and is designated by the Employee, in writing, no later than March 1 of the following year, then the amount of contributions in excess of such limitation plus allocable earnings through the date of distribution shall be distributed by following the Custodian no later than April 15 of date on which the following year. The interest of Investor has contributed the Employee in the Custodial Account shall be non- forfeitable at all times, may not be assigned, and shall not be subject to alienation, assignment, trustee process, garnishment, attachment, execution or levy of any kind, except with regard to payment of the expenses of the custodian as authorized by the provision of this Plan and the Custodial Agreement, and except as required by lawInitial Investor Contribution Amount.

Contributions. The Employee may direct income allocable to Excess 401(k) Contributions for the Employer Plan Year shall be determined by multiplying the income for the Plan Year allocable to contribute cash to the Employee's account established and maintained pursuant to the Custodial Agreement (the "Custodial Account"Section 401(k) in accordance with the Salary Reduction Agreement entered into between the Employee and the EmployerContributions by a fraction. Such contributions may be made to the extent they do not exceed $9,500 or any greater amount permitted by Section 402(g) The numerator of the Code. The Employer may also make non-elective cash contributions to fraction shall be the Custodial Account amount of Excess 401(k) Contributions made on behalf of the EmployeeParticipant for the Plan Year. The denominator of the fraction shall be the Participant’s total Account balance attributable to Section 401(k) Contributions in accordance with a Salary Reduction Agreement and non-elective Employer contributions may be as of the beginning of the Plan Year plus the Participant’s Section 401(k) Contributions for the Plan Year. The income allocable to Excess 401(k) Contributions for the period after the close of the Plan Year until the corrective distribution is made is an amount equal to the extent that they do not constitute "excess contributions" as that term is defined in Section 4973(cten percent (10%) of the Code income allocable to Excess 401(k) Contributions for the Plan Year (an "computed in the manner specified above), multiplied by the number of calendar months that have elapsed since the end of the Plan Year. For purposes of calculating the number of calendar months that have elapsed, a corrective distribution that is made on or before the fifteenth day of a month is treated as made on the last day of the preceding month and a distribution made after the fifteenth day of a month is treated as made on the last day of the month. Effective for Plan Years commencing after December 31, 2007, there shall be no income allocable to Excess Contribution"). In addition, 401(k) Contributions the Employee or Employer may, in accordance with period after the Code, transfer or cause to be transferred in cash close of the Employee's balance in any other 403(b) plan, and the Employee may make a rollover contribution Plan Year for purposes of any qualifying distribution from a 403(b) planthis Section A.3.5. The Sponsor, income allocable to Excess Aggregate 401(m) Contributions for a Plan Year shall be determined by multiplying the Fund(sincome for the Plan Year allocable to Section 401(m) and Contributions by a fraction. The numerator of the Custodian fraction shall not be responsible for determining the amount that may be contributed to the Custodial Account of Excess Aggregate 401(m) Contributions made on behalf of the Employee, nor Participant for the Plan Year. The denominator of the fraction shall any be the Participant’s total Account balance attributable to Section 401(m) Contributions as of them be responsible the beginning of the Plan Year plus the Participant’s Section 401(m) Contributions for the Plan Year. The income allocable to recommend or compel an Employer to make contributions to Excess Aggregate 401(m) Contributions for the Custodial Account. If during any taxable year period after the Employer contributed close of the Plan Year until the corrective distribution is made is an amount that is an Excess Contribution, such Excess Contribution and any income attributable thereto shall, upon the written request of the Employee, be paid equal to the Employee by the Custodian or, at the Employee's election, be applied toward a contribution for the current or subsequent taxable year. If the amount of contributions made to the Custodial Account for any taxable year pursuant to a Salary Reduction Agreement exceeds the applicable dollar limitation of Section 402(gten percent (10%) of the Codeincome allocable to Excess Aggregate 401(m) Contributions for the Plan Year (computed in the manner specified above), and is designated multiplied by the Employee, in writing, no later than March 1 number of calendar months that have elapsed since the end of the following yearPlan Year. For purposes of calculating the number of calendar months that have elapsed, then a corrective distribution that is made on or before the amount fifteenth day of contributions in excess a month is treated as made on the last day of such limitation plus allocable earnings through the date preceding month and a distribution made after the fifteenth day of distribution a month is treated as made on the last day of the month. Effective for Plan Years commencing after December 31, 2007, there shall be distributed by no income allocable to Excess Aggregate 401(m) Contributions for the Custodian no later than April 15 period after the close of the following year. The interest of the Employee in the Custodial Account shall be non- forfeitable at all times, may not be assigned, and shall not be subject to alienation, assignment, trustee process, garnishment, attachment, execution or levy of any kind, except with regard to payment of the expenses of the custodian as authorized by the provision Plan Year solely for purposes of this Plan and the Custodial Agreement, and except as required by lawSection A.3.5.

Contributions. (a) Regular Contributions: The Employee may direct contributions which are payable under this contract for a Participant are the Employer to contribute cash to the Employee's account established and maintained payments made for him by his employer pursuant to a Salary-Annuity Agreement and any amounts contributed for him under the Custodial Plan, if any, and directed by the Participant for payment hereunder. For each Participant, total contributions (including those made pursuant to a Salary-Annuity Agreement) to this contract and any companion contract must be made at the rate of at least $200 annually during each twelve-month period. Contributions will be transmitted by the Contract-Holder or the employer. A Participant is a person for whom contributions have been paid under this contract and whose Participant's Account (see section 1.2) has not been cancelled. A Salary-Annuity Agreement is an agreement between an employee in an Eligible Classification and his employer. It is also an agreement between a Participant who has ceased to be an employee in an Eligible Classification and his new employer. Under the Agreement, the employer agrees to pay amounts to purchase an annuity for the employee meeting the conditions of Section 403(b) of the Federal Internal Revenue Code of 1986, as amended (the "Custodial Account") in accordance with the Salary Reduction Code" ). Contributions made pursuant to a Salary-Annuity Agreement entered into between the Employee and the Employer. Such contributions may be made to the extent they do not exceed $9,500 for the taxable year of the Participant or any greater such other amount permitted as prescribed by the Internal Revenue Service under Section 402(g402(g)(4) of the Code. The Employer may also make non-elective cash contributions to the Custodial Account on behalf of the Employee. Contributions in accordance with a Salary Reduction Agreement and non-elective Employer contributions may be made to the extent that they do This limitation shall not constitute "excess contributions" as that term is defined in preclude any special increases applicable under Section 4973(c402(g)(8) of the Code (an "Excess Contribution")Code. In additionIf the limitation described in this paragraph is exceeded in any taxable year, the Employee or Employer Participant may, not later than the March 1 following the close of such taxable year, notify the Prudential, in accordance with the Codewriting, transfer of such excess and request that all or cause to be transferred in cash the Employee's balance in any other 403(b) plan, a portion of such excess and the Employee may make a rollover contribution of any qualifying distribution from a 403(b) plan. The Sponsor, the Fund(s) and the Custodian shall not be responsible for determining the amount that may be contributed to the Custodial Account on behalf of the Employee, nor shall any of them be responsible to recommend income or compel an Employer to make contributions to the Custodial Account. If during any taxable year the Employer contributed an amount that is an Excess Contribution, such Excess Contribution and any income attributable thereto shall, upon the written request of the Employeeloss allocable thereto, be paid to him from the Employee by contract before the Custodian or, at April 15 following the Employeeclose of the Participant's election, be applied toward a contribution for the current or subsequent taxable year. If Income or loss allocable to a Participant's excess contributions shall be determined in accordance with any applicable Regulations issued by the Internal Revenue Service. Any distribution made pursuant to this paragraph shall be made without regard to any restrictions or charges otherwise applicable to withdrawals under section 3.1 of the contract. (To save words, male pronouns are used in this contract to refer to both men and women.) GVA-120-87 (10/11) (as modified by Group Annuity Amendment Form GAA-7764) Serial 100 1.1 (b) Transfer Contributions: The following amounts may be transferred to and paid as contribution under the contract for a Participant: (1) an amount which qualifies as a rollover contribution pursuant to the Code; (2) an amount which arises from an exchange of annuity contracts pursuant to the Code; (3) an amount which arises from a Participant's interest in a Code Section 403(b)(7) custodial account; or (4) an amount which arises from a Participant's interest in another Group Annuity Contract issued to the Contract-Holder by Prudential. Any amounts transferred to the contract pursuant to paragraph (b) of this section 1.1. will be treated as a Salary-Annuity Agreement contribution made after December 31, 1988 for purposes of the limitations on withdrawals under section 3.1. of the contract. However, if any portion of such transferred amount was not subject to the limitations of Code Section 403(b)(11) or Code Section 403(b)(7)(A)(ii) prior to transfer, then such portion will be treated as a contribution made prior to December 31, 1988 for withdrawal purposes, if the following conditions are met: (1) a record of the amount of contributions made contributions, and any income thereon, which was not subject to the Custodial Account for any taxable year pursuant limitations of Code Section 403(b)(11) or Code Section 403(b)(7)(A)(ii) prior to transfer must be furnished to Prudential in a Salary Reduction Agreement exceeds form satisfactory to it at the applicable dollar limitation time such transfer is made, and (2) evidence that such amount was not subject to the limitations of Code Section 402(g403(b)(ii) or Code Section 403(b)(7)(A)(ii) prior to transfer must be furnished to Prudential in a form satisfactory to it at the time such transfer is made. The Prudential may require proof that all amounts transferred to the contract meet the requirements of the Code, Code and is designated any applicable Rulings or Regulations issued by the Employee, in writing, no later than March 1 of the following year, then the amount of contributions in excess of such limitation plus allocable earnings through the date of distribution shall be distributed by the Custodian no later than April 15 of the following year. The interest of the Employee in the Custodial Account shall be non- forfeitable at all times, may not be assigned, and shall not be subject to alienation, assignment, trustee process, garnishment, attachment, execution or levy of any kind, except with regard to payment of the expenses of the custodian as authorized by the provision of this Plan and the Custodial Agreement, and except as required by lawInternal Revenue Service.

Contributions. The Employee may direct At any time during or after the Employer to contribute cash Reinvestment Period, with the consent of the Collateral Manager, any Holder of Subordinated Notes (each such holder, a “Contributor”) may, but shall not be required to, for any Permitted Use by providing a notice in the form attached hereto as Exhibit C, (A) make contributions of cash, Eligible Investments and Collateral Obligations to the Employee's account established and maintained pursuant Issuer or (B) upon four Business Days’ notice, return to the Custodial Agreement (the "Custodial Account") Collateral Agent any portion of Interest Proceeds or Principal Proceeds that was distributed on such Subordinated Notes in accordance with the Salary Reduction Agreement entered into between Priority of Payments (each, a “Contribution” and each Contribution of cash or Eligible Investments, a “Cash Contribution”). For the Employee and avoidance of doubt, Contributions shall not include any deemed capital contribution by the Employer. Such contributions may be made Depositor to the extent they do not exceed $9,500 or Issuer in connection with the acquisition by the Issuer of any greater amount permitted Collateral Obligation as provided in the Transaction Documents. Each Contribution of Collateral Obligations accepted by Section 402(g) of the Code. The Employer may also make non-elective cash contributions to the Custodial Account Collateral Manager (on behalf of the Employee. Contributions in accordance with a Salary Reduction Agreement and non-elective Employer contributions may Issuer) will be made to the extent that they do not constitute "excess contributions" as that term is defined in Section 4973(c) of the Code (an "Excess Contribution"). In addition, the Employee or Employer may, in accordance with the Code, transfer or cause to be transferred in cash the Employee's balance in any other 403(b) plan, and the Employee may make a rollover contribution of any qualifying distribution from a 403(b) plan. The Sponsor, the Fund(s) and the Custodian shall not be responsible for determining the amount that may be contributed to received into the Custodial Account. Each Cash Contribution accepted by the Collateral Manager will be received into the Contribution Account and will be applied by the Collateral Manager, on behalf of the EmployeeIssuer, nor shall any of them be responsible to recommend or compel an Employer to make contributions to the Custodial Account. If during any taxable year the Employer contributed an amount that is an Excess Contribution, such Excess Contribution and any income attributable thereto shall, upon the written request of the Employee, be paid to the Employee Permitted Use or Permitted Uses directed by the Custodian applicable Contributor at the time such Contribution is made, so long as the Collateral Manager consents to such Permitted Use or Permitted Uses (or, if no direction is given by the applicable Contributor, at the Employee's election, direction of the Collateral Manager in its sole discretion). No Contribution or any portion thereof will be applied toward a contribution for the current or subsequent taxable year. If the amount of contributions made returned to the Custodial Account for Contributor at any taxable year pursuant time and will not in any event be subsequently applied to a Salary Reduction Agreement exceeds the applicable dollar limitation of Section 402(g) of the Code, and is designated by the Employee, in writing, no later than March 1 of the following year, then the amount of contributions in excess of such limitation plus allocable earnings through the date of distribution shall be distributed by the Custodian no later than April 15 of the following yearany other Permitted Use. The interest of the Employee Any income earned on amounts on deposit in the Custodial Contribution Account shall will be non- forfeitable at all times, may not be assigned, and shall not be subject to alienation, assignment, trustee process, garnishment, attachment, execution or levy of any kind, except with regard to payment of deposited into the expenses of the custodian Interest Collection Subaccount as authorized by the provision of this Plan and the Custodial Agreement, and except as required by lawInterest Proceeds.

Contributions. The Employee Employer may direct the Employer from time to contribute cash time make contributions to the Employee's account established Trust, in such amounts as Employer shall determine are appropriate. Employer shall designate in writing to the Trustee at the time of each contribution the amounts to be deposited into the Trust Fund, and the Trustee shall ensure that each contribution is deposited into the fund designated by Employer. To the extent that any Plan permits contributions to be made by Participants to fund OPEB obligations, including the cost of applicable fees and expenses, of Employer, all such contributions shall be designated solely for the Trust Fund, and such contributions, along with all earnings on such Participant contributions shall be reflected as Participant contributions in all books and records maintained by the Trustee. All contributions shall be made in cash or in the form of such other property as the Trustee may from time to time deem acceptable and which shall have been delivered to the Trustee. The contributions so received, together with the income therefrom and any other increment thereon shall be held, invested, reinvested and administered by the Trustee pursuant to the Custodial Agreement (the "Custodial Account") in accordance with the Salary Reduction Agreement entered into between the Employee and the Employer. Such contributions may be made to the extent they do not exceed $9,500 or any greater amount permitted by Section 402(g) terms of the Codethis Agreement. The Employer may also make non-elective cash contributions to the Custodial Account on behalf of the Employee. Contributions in accordance with a Salary Reduction Agreement and non-elective Employer contributions may be made to the extent that they do not constitute "excess contributions" as that term is defined in Section 4973(c) of the Code (an "Excess Contribution"). In addition, the Employee or Employer may, in accordance with the Code, transfer or cause to be transferred in cash the Employee's balance in any other 403(b) plan, and the Employee may make a rollover contribution of any qualifying distribution from a 403(b) plan. The Sponsor, the Fund(s) and the Custodian Trustee shall not be responsible for determining or have any obligation related to, the timing or collection of any contribution, the allocation of any contributed amount that may in the case of multiple Trust Funds, or any applicable earnings of the Trust Fund, or the calculation or payment of any benefits under any Plan. For any contributions received after any trading deadline, or if the Employer fails to provide proper instructions for the allocation of any amounts to be contributed in the case of multiple Trust Funds, or such instructions are incomplete or incorrect in a manner that prevents the contributed amounts from being invested in the desired manner, the Trustee, or its designated sub-custodian, if applicable, shall deposit such amounts in the Trust Fund, to be held in a Short-Term Investment Fund (the “Default Fund”), or such other similar account comprised of cash, bank notes, corporate notes, government bills and other various short-term debt instruments that are deemed appropriate by the Trustee and/or the Investment Manager until such time as the Employer’s directions can be properly completed. If, after a period of thirty (30) days the Trustee is unable to obtain revised instructions from the Employer, the Trustee shall return all such previously- deposited amounts to the Custodial Account on behalf of the EmployeeEmployer, nor shall any of them be responsible to recommend or compel an Employer to make contributions to the Custodial Account. If during any taxable year the Employer contributed an amount that is an Excess Contribution, such Excess Contribution and any income attributable thereto shall, upon the written request of the Employee, be paid to the Employee by the Custodian or, at the Employee's election, be applied toward a contribution for the current or subsequent taxable year. If the amount of contributions made to the Custodial Account for any taxable year pursuant to a Salary Reduction Agreement exceeds the applicable dollar limitation of Section 402(g) of the Code, and is designated by the Employee, in writing, no later than March 1 of the following year, then the amount of contributions in excess of such limitation plus allocable including allocated earnings through the date of distribution shall be distributed by the Custodian no later than April 15 of the following year. The interest of the Employee in the Custodial Account shall be non- forfeitable at all times, may not be assigned, and shall not be subject to alienation, assignment, trustee process, garnishment, attachment, execution or levy of any kind, except with regard to payment of the expenses of the custodian as authorized by the provision of this Plan and the Custodial Agreement, and except as required by lawtherein.

Contributions. The Employee (a) Each Subscriber may direct make Contributions in respect of the Employer Beneficiary in such amounts and at such times as the subscriber designates, subject to: i. any minimum amounts established by the Promoter from time to contribute cash time by written notice to each Subscriber; ii. the RESP Lifetime Limit; iii. no Contribution being made to the Employee's account established and maintained pursuant Plan by or on behalf of a Subscriber after the 31st calendar year (35th calendar year in the case of a Specified Plan) following the calendar year in which the Plan is entered into; and iv. such other restrictions as may be set out in the Applicable Legislation from time to time. Each Subscriber agrees that he/she is responsible for ensuring that the total of all contributions made in respect of the Beneficiary, other than contributions made to the Custodial Agreement Plan by way of transfer from other registered education savings plans, will not exceed the RESP Lifetime Limit imposed by the Applicable Legislation from time to time. Each Subscriber acknowledges that any failure to abide by the RESP Lifetime Limit will give rise to penalties and/or taxes as provided in the Applicable Legislation, and each Subscriber agrees that he/ she is solely responsible for the payment of such penalties and/or taxes and for the completion of all resulting required tax reporting. (b) In the "Custodial Account"case of Contributions in kind, the value of such Contributions will be an amount equal to the fair market value of such Contributions at the time of payment into the Plan. Where such fair market value is not readily determinable, in the opinion of either the Promoter or the Trustee, a Subscriber shall provide written evidence satisfactory to the Promoter or Trustee, as applicable, establishing such fair market value and the Contribution shall only be accepted by the Promoter once such satisfactory evidence of fair market value has been so provided and the registered ownership of such property has been changed to reflect ownership by the Plan. (c) In the event a Subscriber wishes to apply for Government Funded Benefits, the Subscriber shall make such application in a form and manner acceptable to the Minister and to the Promoter, which form the Promoter shall provide to the Subscriber(s) prior to, or immediately upon, completion of the Application. The Promoter shall ensure that the Government Funded Benefits paid to the Plan are administered, invested and paid out of the Plan strictly in accordance with the Salary Reduction Agreement entered into between terms of this Contract, the Employee Applicable Legislation, and the Employer. Such contributions may agreements referred to in section 34. (d) Each Subscriber undertakes to inform the Promoter of any change in circumstances of the Beneficiary (including any change of the Beneficiary or in the residency status of the Beneficiary) upon the Subscriber making a Contribution or a request for an Educational Assistance Payment to be made to the extent they do not exceed $9,500 or any greater amount permitted by Section 402(g) of the Code. The Employer may also make non-elective cash contributions to the Custodial Account on behalf of the EmployeeBeneficiary. (e) Any Contribution to the Plan made in respect of a former beneficiary under the Plan will be considered to have been made in respect of the current Beneficiary. Any amount may be transferred to the Plan from another registered education savings plan that has never made an Accumulated Income Payment. Contributions in accordance with a Salary Reduction Agreement and non-elective Employer contributions may be made transferred to the extent that they do not constitute "excess contributions" as that term is defined Plan shall be considered to have been made on your behalf in Section 4973(c) respect of the Code (an "Excess Contribution")Beneficiary. In additionIf the other registered education savings plan was established before the Plan, the Employee or Employer may, in accordance with the Code, transfer or cause Plan will be deemed to be transferred in cash established on the Employee's balance in any day the other 403(b) registered education savings plan was established or deemed to be established. Grants received by the Plan, whether directly from a government or by way of transfer from another registered education savings plan, and the Employee may make a rollover contribution of any qualifying distribution from a 403(b) plan. The Sponsor, the Fund(s) and the Custodian shall not be responsible for determining the amount that may considered to be contributed a Contribution to the Custodial Account on behalf of the Employee, nor shall any of them be responsible to recommend or compel an Employer to make contributions to the Custodial Account. If during any taxable year the Employer contributed an amount that is an Excess Contribution, such Excess Contribution and any income attributable thereto shall, upon the written request of the Employee, be paid to the Employee by the Custodian or, at the Employee's election, be applied toward a contribution for the current or subsequent taxable year. If the amount of contributions made to the Custodial Account for any taxable year pursuant to a Salary Reduction Agreement exceeds the applicable dollar limitation of Section 402(g) of the Code, and is designated by the Employee, in writing, no later than March 1 of the following year, then the amount of contributions in excess of such limitation plus allocable earnings through the date of distribution shall be distributed by the Custodian no later than April 15 of the following year. The interest of the Employee in the Custodial Account shall be non- forfeitable at all times, may not be assigned, and shall not be subject to alienation, assignment, trustee process, garnishment, attachment, execution or levy of any kind, except with regard to payment of the expenses of the custodian as authorized by the provision of this Plan and the Custodial Agreement, and except as required by lawPlan.

Contributions. 11.1 The Employee may direct the Employer to contribute cash to the Employee's account established Board shall establish Member and maintained Public Entity contributions pursuant to guidelines established by the Custodial Agreement (the "Custodial Account") in accordance with the Salary Reduction Agreement entered into between the Employee and the EmployerBoard from time-to-time. Such The contributions may be made include an annual contribution and any additional contributions at such times and in such amounts as the Board deems necessary to insure the extent they do not exceed $9,500 or any greater amount permitted by Section 402(g) solvency and avoid impairment of the CodePool or which the Board otherwise deems beneficial to protect the financial condition of the Pool. The Employer Board may also make provide for disbursement of non-elective cash contributions surplus credit balances which are, pursuant to guidelines adopted by the Custodial Account on behalf of the Employee. Contributions in accordance with Board from time to time, due a Salary Reduction Agreement and non-elective Employer contributions may be made to the extent that they do not constitute "excess contributions" as that term is defined in Section 4973(c) of the Code (an "Excess Contribution"). In addition, the Employee or Employer may, in accordance with the Code, transfer or cause to be transferred in cash the Employee's balance in any other 403(b) planMember, and the Employee may make a rollover contribution of any qualifying distribution from a 403(b) plan. The Sponsor, the Fund(s) and the Custodian shall not be responsible for determining the amount that may be contributed to the Custodial Account on behalf of the Employee, nor shall any of them be responsible to recommend or compel an Employer to make contributions to the Custodial Account. If during any taxable year the Employer contributed an amount that is an Excess Contribution, such Excess Contribution and any income attributable thereto shall, upon the written request of the Employee, be paid to the Employee by the Custodian or, at the Employee's election, be applied toward a contribution for the current or subsequent taxable year. If the amount of contributions made to the Custodial Account for any taxable year pursuant to a Salary Reduction Agreement exceeds the applicable dollar limitation of Section 402(g) of the Code, and is designated by the Employee, in writing, no later than March 1 of the following year, then the amount of contributions in excess of such limitation plus allocable earnings through the date of distribution shall be distributed by the Custodian no later than April 15 of the following year. The interest of the Employee in the Custodial Account shall be non- forfeitable at all times, may not be assigned, and disbursements shall not be subject to alienationthe provisions of Paragraphs 11.2 or 15.1. 11.2 Any excess funds which the Board determines are not needed for the purposes of the Pool, assignmentmay be distributed among the Members and former Members, trustee processsubject to Paragraph 15.1, garnishmentpursuant to the following: 1. Any such distribution may be in the form of credits against future contributions or in the form of payments, attachmentor a combination thereof, execution or levy as the Board may determine. 2. Money distributed for any claim year shall be distributed only to those Members and former Members which were Members during that claim year and shall be distributed in order of claim year contribution, with Members and former Members of the initial claim year to receive the initial credits. 3. The amount which may be distributed for any claim year shall be established by the Board which shall have discretion as to the amount and timing of any kind, except with regard to payment distribution. That amount may not exceed the net sum of (i) the net income of the expenses Pool for that claim year less (ii) the portion of the custodian Pool’s net income which equals the amount of the excess loss reserve of the claim year prior to the claim year (which is subject to the distribution) which was taken into income in that claim year plus (iii) the excess loss reserve for the claim year which is subject to the distribution. 4. For the purpose of this Paragraph 11.2, the term “excess loss reserves” means the amount by which the amounts credited to loss reserves and charged to operating expenses in any claim year exceed the actual losses (including loss adjustment expenses) for that claim year. 5. The amount established by the Board for a claim year pursuant to Subparagraph 3 of this Paragraph 11.2 , shall be distributed among each Member and former Member which was a Member during that claim year based on the ratio which each Member’s and former Member’s contribution (excluding any surplus contribution) for the claim year bears to the total contributions (excluding surplus contributions) for the claim year and less the contributions of former Members which are not eligible for a distribution pursuant to Paragraph 15.1. 6. Excess surplus funds contributed by Members and former Members may be distributed only among such contributing Members or former Members, subject to the five year membership requirement of Paragraph 15.1. The Board has discretion to determine, from time to time, the amount and timing of any distribution of such funds. The amount established by the Board shall be distributed among each Member and eligible former Member based on the ratio which each Member’s and former Member’s surplus contribution bears to the total amount of surplus funds contributed to the Pool by Members and former Members. 7. No distribution of excess funds, including excess surplus funds contributed by Members, shall be made to any Member or former Member which owes any amount to the Pool until the amount so owed is paid, and any amount so owed may be deducted from the distribution to the Member or former Member. 8. No distribution of excess funds, including excess surplus funds contributed by Members, shall cause the Pool to become impaired or insolvent. 11.3 The total amount of surplus shall be determined by the Board from time-to-time, but in no event shall be less than that required by the Insurance Commissioner of Colorado, and the Board may require all Members to make additional contributions to surplus as the Board deem necessary, or the Insurance Commissioner of Colorado may require. 11.4 The Pool shall account separately for contributions made for the property and liability coverages authorized by Sections 24-10-115.5 and 00-00-000, C.R.S., as amended, and for contributions made for the workers’ compensation coverage authorized by Sections 8-44- 101(1)(C) and (3) and 8-44-204, C.R.S., as amended. 11.5 Notwithstanding any provision of this Plan and Agreement to the Custodial Agreementcontrary, and except as the Pool Board may establish from any contributions or other assets of the Pool the initial minimum surplus for workers’ compensation coverage required by lawthe Insurance Commissioner of Colorado; provided that contributions or other assets derived from coverages other than workers’ compensation shall not be used to establish such minimum surplus unless and until the Board first determines that workers’ compensation contributions are or will be insufficient to fund such surplus in the amounts and within the time required by the Insurance Commissioner of Colorado; and provided further, that such minimum surplus shall be established from contributions for workers’ compensation coverage as soon as the Board determines practicable consistent with ensuring the solvency and avoiding the impairment of the Pool. The Board may issue subordinated debt to establish such minimum surplus consistent with applicable requirements of the Insurance Commissioner of Colorado. 11.6 The Pool shall repay the Special District Association of Colorado for its ongoing services to the Pool, provided subsequent to the creation of the Pool, within such time and in such amount as the SDA Board and Pool Board may agree.

Contributions. Employer The Employee may direct Employer agrees that an Individual Retirement Account (IRA) will be established for each Eligible Employee. When a Participant first becomes eligible for a Contribution from the Employer, the Employer shall arrange for the participant to apply for a SEP. Such application shall be made prior to the date the first Employer Contribution is made. For each Plan Year, the Employer will contribute cash a non-elective Employer Contribution to the SEP of each Participant in an amount determined by the Employer and allocated as determined in the Adoption Agreement. The Employer must make a Contribution for each Eligible Employee whether or not they are still employed at the time a Contribution is made. The Contribution made must be the same percentage of each Employee's total Compensation. The Employer Contribution for any Plan Year shall be due on the last day of the Plan Year and shall be payable then or not later than the due date (as extended) of the Employer's federal income tax return for the taxable year with or within which the Plan Year ends. The Employer Contribution shall be paid directly to the Employee's account established IRA insurer, trustee, or custodian and maintained pursuant applied to each Participant's Account. Employer Contributions to this SEP, in combination with any other qualified plan the Custodial Agreement Employer maintains for the Plan Year, may not exceed the lesser of $30,000 or 15% of Compensation for any Employee. If these limits are exceeded on behalf of any Employee for a particular plan year, that Employee's Elective Deferrals (the "Custodial Account"if any) in accordance with the Salary Reduction Agreement entered into between the Employee and the Employer. Such contributions may for that year must be made reduced to the extent they do not exceed $9,500 or any greater amount permitted by Section 402(g) of the Code. The Employer may also make non-elective cash contributions to the Custodial Account on behalf of the Employee. Contributions in accordance with a Salary Reduction Agreement and non-elective Employer contributions may be made to the extent that they do not constitute "excess contributions" as that term is defined in Section 4973(c) of the Code (an "Excess Contribution"). In addition, the Employee or Employer may, in accordance with the Code, transfer or cause to be transferred in cash the Employee's balance in any other 403(b) plan, and the Employee may make a rollover contribution of any qualifying distribution from a 403(b) plan. The Sponsor, the Fund(s) and the Custodian shall not be responsible for determining the amount that may be contributed to the Custodial Account on behalf of the Employee, nor shall any of them be responsible to recommend or compel an Employer to make contributions to the Custodial Account. If during any taxable year the Employer contributed an amount that is an Excess Contribution, such Excess Contribution and any income attributable thereto shall, upon the written request of the Employee, be paid to the Employee by the Custodian or, at the Employee's election, be applied toward a contribution for the current or subsequent taxable year. If the amount of contributions made to the Custodial Account for any taxable year pursuant to a Salary Reduction Agreement exceeds the applicable dollar limitation of Section 402(g) of the Code, and is designated by the Employee, in writing, no later than March 1 of the following year, then the amount of contributions in excess of such limitation plus allocable earnings through the date of distribution shall be distributed by the Custodian no later than April 15 of the following year. The interest of the Employee in the Custodial Account shall be non- forfeitable at all times, may not be assigned, and shall not be subject to alienation, assignment, trustee process, garnishment, attachment, execution or levy of any kind, except with regard to payment of the expenses of the custodian as authorized by the provision of this Plan and the Custodial Agreement, and except as required by lawexcess.

Contributions. Contributions must be made by check or money order payable to First Investors 403(b) and may be made in one or more payments, provided however, that no such payment shall be smaller in amount than the minimum amount, if any, required for investment in the securities of the selected Designated Investment Company. The Employee may direct Custodian shall have no obligation to compel the Employer or the Employee to contribute cash make any Contribution, nor shall the Custodian be required to notify the Employee's account established Employer or Employee if any Contribution made exceeds the "exclusion allowance" under Section 403(b)(2) or limitations under Sections 402(g) and maintained pursuant 415 of the Code. In no event may contributions to the Custodial Agreement (Account and all other plans, contracts or arrangements of the "Custodial Account"Employer exceed the limitation in effect under Section 402(g)(1) in accordance with of the Salary Reduction Agreement entered into between Code. A transfer of monies from an existing custodial account qualified under Section 403(b) of the Employee and the Employer. Such contributions Code may be made to the extent they Custodial Account provided that the terms of such custodial account or annuity do not exceed $9,500 or any greater amount permitted by Section 402(g) of the Codedisallow such transfer. The Employer may also make non-elective cash contributions to the Custodial Account on behalf of the Employee. Contributions in accordance with a Salary Reduction Agreement and non-elective Employer contributions may be made to the extent that they do not constitute "excess contributions" as that term is defined in Section 4973(c) of the Code (an "Excess Contribution"). In additionNeither First Investors Corporation, Administrative Data Management Corp., the Employee Custodian, nor any of their affiliates or Employer may, in accordance with the Code, transfer or cause to agents shall be transferred in cash the Employee's balance liable in any other 403(b) plan, and the manner if a transfer is made by an Employee may make a rollover contribution of any qualifying distribution from a 403(b) planaccount that does not allow for such a transfer. The Sponsor, the Fund(s) and the Custodian Any monies transferred hereunder shall not be responsible for determining the amount that may be contributed to the Custodial Account on behalf of the Employee, nor shall any of them be responsible to recommend or compel an Employer to make contributions to the Custodial Account. If during any taxable year the Employer contributed an amount that is an Excess Contribution, such Excess Contribution and any income attributable thereto shall, upon the written request of the Employee, be paid to the Employee invested by the Custodian orin accordance with written instructions received pursuant to Section IX. hereunder provided, at the Employee's electionhowever, that amount transferred may be applied toward invested only in securities of a contribution for the current or subsequent taxable yearDesignated Investment Company as defined in Section III. If below. Written instructions accompanying any such transfer shall state that the amount of contributions made to the being transferred is a transfer from a 403(b) Custodial Account for any taxable year pursuant to a Salary Reduction Agreement exceeds or annuity, as the applicable dollar limitation of Section 402(g) of the Code, and is designated by the Employee, in writing, no later than March 1 of the following year, then the amount of contributions in excess of such limitation plus allocable earnings through the date of distribution shall be distributed by the Custodian no later than April 15 of the following year. The interest of the Employee in the Custodial Account shall be non- forfeitable at all times, case may not be assigned, and shall not be subject to alienation, assignment, trustee process, garnishment, attachment, execution or levy of any kind, except with regard to payment of the expenses of the custodian as authorized by the provision of this Plan and the Custodial Agreement, and except as required by lawbe.

Contributions. The Employee Participant may direct have contributions made on such dates and in such amounts as the Employer to contribute cash Participant may determine, subject to the Employee's account established and maintained pursuant to the Custodial Agreement (the "Custodial Account") in accordance with the Salary Reduction Agreement entered into between the Employee and the Employerfollowing conditions: PARTICIPANT'S ACCOUNT--(cont'd) 1. Such contributions Contributions may be made for the Participant through an Administrative Agreement. Any contribution made by the Participant by any means other than through payroll deduction by the Participant's employer pursuant to an Administrative Agreement may be made only subject to Equitable's rules then in effect, provided that each such contribution equals at least $250 or such greater amount as may be required by the Group and stated on page 3 of the certificates to be issued to the extent they do Group's Participants pursuant to Section 5.10. Such minimum contribution requirement shall not exceed $9,500 be applicable if it would prevent the Participant from contributing up to the maximum deductible contribution allowed the Participant in the Participant's then current taxable year. 2. A contribution may be made under the Contract for a Participant consisting of amounts derived from a rollover contribution from any of the following in which the Participant had an interest: (i) an individual retirement account or any greater amount permitted by bond, (ii) an individual retirement annuity contract other than the Contract, (iii) an employee benefit plan qualified under Section 402(g401(a) of the Internal Revenue Code. The Employer may also make non-elective cash contributions to the Custodial Account on behalf of the Employee. Contributions in accordance with , or (iv) a Salary Reduction Agreement and non-elective Employer contributions may be made to the extent that they do not constitute "excess contributions" as that term is defined tax sheltered annuity described in Section 4973(c403(b) of the Code (an "Excess Contribution")Internal Revenue Code. 3. In addition, Equitable reserves the Employee or Employer may, in accordance with the Code, transfer or cause right: a. to be transferred in cash the Employeerefuse to accept a contribution for a Participant's balance in any other 403(b) plan, and the Employee may make a rollover contribution of any qualifying distribution from a 403(b) plan. The Sponsor, the Fund(s) and the Custodian shall not be responsible for determining the amount that may be contributed to the Custodial Account on behalf of the Employee, nor shall any of them be responsible to recommend or compel an Employer to make contributions to the Custodial Account. If during any taxable year if such contribution would bring the Employer contributed an aggregate amount that is an Excess Contribution, of contributions for such Excess Contribution and any income attributable thereto shall, taxable year to more than $2000, b. upon the advance written request of the EmployeeParticipant's employer, be paid to the Employee establish a minimum contribution requirement with respect to contributions made by the Custodian orParticipant through payroll deduction by the Participant's employer pursuant to an Administrative Agreement, at and c. to change the Employee's election, $250 minimum contribution requirement in subsection 1 of this Section 3.03. 4. Any contribution will be applied toward a contribution deemed by Equitable to be made for the Participant's current or subsequent taxable year unless the Participant irrevocably specifies in writing to Equitable, subject to applicable requirements of the Internal Revenue Code and regulations thereunder, that such contribution is for the Participant's prior taxable year. If the amount of contributions made to the Custodial Account for any taxable year pursuant to a Salary Reduction Agreement exceeds the applicable dollar limitation of Section 402(g) of the Code, and is designated by the Employee, in writing, no later than March 1 of the following year, then the amount of contributions in excess of such limitation plus allocable earnings through the date of distribution shall be distributed by the Custodian no later than April 15 of the following year. The interest of the Employee in the Custodial Account shall be non- forfeitable at all times, may not be assigned, and shall not be subject to alienation, assignment, trustee process, garnishment, attachment, execution or levy of any kind, except with regard to payment of the expenses of the custodian as authorized by the provision of this Plan and the Custodial Agreement, and except as required by law.

Contributions. The Employee a. Each Subscriber may direct make Contributions in respect of the Employer Beneficiary in such amounts and at such times as the Subscriber designates, subject to: i. any minimum amounts established by the Promoter from time to contribute cash time by written notice to each Subscriber; ii. the RESP Lifetime Limit; iii. no Contribution being made to the Employee's account established and maintained pursuant Plan by or on behalf of a Subscriber after the 31st calendar year following the calendar year in which the Plan is entered into; and iv. such other restrictions as may be set out in the Applicable Legislation from time to the Custodial Agreement (the "Custodial Account") in accordance with the Salary Reduction Agreement entered into between the Employee and the Employertime. Such No contributions may be made to the extent they do Plan in respect of Beneficiaries who are thirty-one (31) years old or older, other than contributions made by way of, or following a, transfer from another registered education savings plan that allows more than one beneficiary at any one time or otherwise in accordance with the Applicable Legislation. Each Subscriber agrees that he/she is responsible for ensuring that the total of all contributions made in respect of the Beneficiary (including a replacement beneficiary who inherits the “contribution history” of the replaced beneficiary), other than contributions made to the Plan by way of transfer from other registered education savings plans, will not exceed $9,500 the RESP Lifetime Limit imposed by the Applicable Legislation from time to time. Each Subscriber acknowledges that any failure to abide by the RESP Lifetime Limit will give rise to penalties and/or taxes as provided in the Applicable Legislation, and each Subscriber agrees that he/she is solely responsible for the payment of such penalties and/or taxes and for the completion of all resulting required tax reporting. b. In the case of Contributions in kind, the value of such Contributions will be an amount equal to the fair market value of such Contributions at the time of payment into the Plan. Where such fair market value is not readily determinable, in the opinion of either the Promoter or any greater amount permitted the Trustee, a Subscriber shall provide written evidence satisfactory to the Promoter or Trustee, as applicable, establishing such fair market value and the Contribution shall only be accepted by Section 402(gthe Promoter once such satisfactory evidence of fair market value has been so provided and the registered ownership of such property has been changed to reflect ownership by the Plan. c. In the event a Subscriber wishes to apply for Government Funded Benefits, the Subscriber shall make such application in a for m and manner acceptable to the Minister and to the Promoter, which form the Promoter shall provide to the Subscriber(s) prior to, or immediately upon, completion of the CodeApplication. The Employer may also make non-elective cash contributions Promoter shall ensure that the Government Funded Benefits paid to the Custodial Account Plan are administered, invested and paid out of the Plan strictly in accordance with the terms of this Contract, the Applicable Legislation, and the agreements referred to in section 33. At the time a Contribution is made into the Plan, the Contribution will be allocated first to Beneficiaries who qualify to receive Government Funded Benefits, up to the amount eligible to receive the maximum Government Funded Benefits, then equally among the Beneficiaries eligible to receive Contributions. d. Each Subscriber undertakes to inform the Promoter of any change in circumstances of the Beneficiary (including any change of the Beneficiary or in the residency status of the Beneficiary) upon the Subscriber making a Contribution or a request for an Educational Assistance Payment to be made to or on behalf of the EmployeeBeneficiary. Contributions to the Plan will be considered to have been made pro rata in accordance with respect of each Beneficiary unless otherwise stipulated by you. Any Contribution to the Plan made in respect of a Salary Reduction Agreement and non-elective Employer contributions former beneficiary under the Plan will be considered to have been made pro rata in respect of each current Beneficiary unless otherwise stipulated by you. Any amount may be made transferred to the extent Plan from another registered education savings plan that they do not constitute "excess contributions" as allows more than one Beneficiary at a time provided that term is defined other registered education savings plan has never made an Accumulated Income Payment. Contributions transferred to the Plan shall be considered to have been made on your behalf pro rata in Section 4973(c) respect of each Beneficiary unless otherwise stipulated by you. If the Code (an "Excess Contribution"). In additionother registered education savings plan was established before the Plan, the Employee or Employer may, in accordance with the Code, transfer or cause Plan will be deemed to be transferred in cash established on the Employee's balance in any day the other 403(b) registered education savings plan was established or deemed to be established. Grants received by the Plan, whether directly from a government or by way of transfer from another registered education savings plan, and the Employee may make a rollover contribution of any qualifying distribution from a 403(b) plan. The Sponsor, the Fund(s) and the Custodian shall not be responsible for determining the amount that may considered to be contributed a Contribution to the Custodial Account on behalf of the Employee, nor shall any of them be responsible to recommend or compel an Employer to make contributions to the Custodial Account. If during any taxable year the Employer contributed an amount that is an Excess Contribution, such Excess Contribution and any income attributable thereto shall, upon the written request of the Employee, be paid to the Employee by the Custodian or, at the Employee's election, be applied toward a contribution for the current or subsequent taxable year. If the amount of contributions made to the Custodial Account for any taxable year pursuant to a Salary Reduction Agreement exceeds the applicable dollar limitation of Section 402(g) of the Code, and is designated by the Employee, in writing, no later than March 1 of the following year, then the amount of contributions in excess of such limitation plus allocable earnings through the date of distribution shall be distributed by the Custodian no later than April 15 of the following year. The interest of the Employee in the Custodial Account shall be non- forfeitable at all times, may not be assigned, and shall not be subject to alienation, assignment, trustee process, garnishment, attachment, execution or levy of any kind, except with regard to payment of the expenses of the custodian as authorized by the provision of this Plan and the Custodial Agreement, and except as required by lawPlan.

Contributions. The Employee may direct the Employer makes Contributions from time to contribute cash to the Employee's account established and maintained time pursuant to the Custodial Agreement (terms of the Plan. We reserve the right to reject any Contribution of less than $20.00 for any one Participant unless a different amount is specified by the Code. We also have the right to require a minimum aggregate amount of Contributions to the Contract on an annual basis. Takeover funds, including amounts described in the section "Custodial Unallocated Account" shall be applied in determining the minimum aggregate Contribution on an annual basis. If a minimum is specified and it is not met, we have the right to deem that the Employer has given us notice of the termination of this Contract and apply the terms of the section "Termination of the Contract". The Application will specify if an annual minimum aggregate amount of Contribution to the Contract is applicable. If the Plan contains a vesting schedule, whereby amounts must be forfeited upon failure to satisfy the vesting schedule, the Employer must identify, which Contributions, if any, are subject to the vesting schedule, unless otherwise agreed upon between the Employer and us. The Employer must report any forfeiture to us as described in the section on "Forfeitures/Forfeiture Account". The Employer or Participant may, with our agreement, transfer to the Contract any amount held under a contract or account for the Participant of the Plan that meets the requirements of Section 403(b) of the Code ("Transferred Funds"). If a Contribution includes Transferred Funds, the Employer or Participant must tell us the portion, if any, of the Transferred Funds that are (a) exempt from the payment restrictions described in accordance the section "Restrictions on Distributions"; (b) subject to forfeiture under the Plan and (c) eligible for delayed distribution under the section "Required Minimum Distributions". If the Employer or Participant does not tell us, then we will treat all such amounts as nonforfeitable and subject to applicable distribution and/or tax restrictions. Any Transferred Funds from a contract not issued by us will be reduced by the amount of any applicable tax charge as determined by us. See the section "Applicable Tax Charges". Subject to the concurrence of the Employer and with our agreement, the Participant may roll over any amount distributed from another eligible plan as described in Section 403(b)(8) of the Code ("Rollover Amount") to the Contract. The Employer or Participant must identify to us the Rollover Amount. Such Rollover Amount will (a) not be subject to forfeiture under the Plan; (b) be exempt from the payment restriction described in the section "Restrictions on Distributions"; and (c) not be eligible for delayed distribution under the section "Required Minimum Distribution". If the Employer or Participant does not identify or tell us the Rollover Amount, we will treat all such amounts as nonforfeitable and subject to applicable distribution and/or tax restrictions. Contributions are limited to the amounts specified in Sections 403(b), 402(g) and 415(c) of the Code. Salary Reduction Agreement entered into between the Employee and the Employer. Such contributions may be made to the extent they do Contributions cannot exceed $9,500 or any greater amount permitted by the elective deferral limitation under Section 402(g) of the Code. The Employer may also make non-elective cash contributions to the Custodial Account on behalf of the Employee. Contributions in accordance with a If Salary Reduction Agreement and non-elective Employer contributions may be made to Contributions under this Contract for a plan year exceed the extent that they do not constitute "excess contributions" as that term is defined limit specified in Section 4973(c) of the Code (an "Excess Contribution"). In addition, the Employee or Employer may, in accordance with the Code, transfer or cause to be transferred in cash the Employee's balance in any other 403(b) plan, and the Employee may make a rollover contribution of any qualifying distribution from a 403(b) plan. The Sponsor, the Fund(s) and the Custodian shall not be responsible for determining the amount that may be contributed to the Custodial Account on behalf of the Employee, nor shall any of them be responsible to recommend or compel an Employer to make contributions to the Custodial Account. If during any taxable year the Employer contributed an amount that is an Excess Contribution, such Excess Contribution and any income attributable thereto shall, upon the written request of the Employee, be paid to the Employee by the Custodian or, at the Employee's election, be applied toward a contribution for the current or subsequent taxable year. If the amount of contributions made to the Custodial Account for any taxable year pursuant to a Salary Reduction Agreement exceeds the applicable dollar limitation of Section 402(g) of the Code, and is designated by the Employee, in writing, no later than March 1 of the following year, then the excess amount of contributions in excess of such limitation plus allocable earnings through the date of distribution shall must be distributed by the Custodian no later than April 15 of the following calendar year, as described in Treasury Regulation Section 1.402(g)1(c). The interest Each Contribution received by us on the Participant's behalf will, before its allocation under this Contract, be reduced by the amount of any applicable tax charge as described in Part IX "Charges". If we are notified that any Contributions would cause this Contract not to qualify under Section 403(b) of the Employee in Code, we reserve the Custodial Account shall be non- forfeitable at all times, may not be assigned, and shall not be subject right to alienation, assignment, trustee process, garnishment, attachment, execution either (i) refuse to accept any such Contributions or levy of any kind, except with regard (ii) apply such Contributions to payment a nonqualified deferred annuity contract for the exclusive benefit of the expenses of the custodian as authorized by the provision of this Plan Participant and the Custodial Agreement, and except as required by lawany Beneficiary.

Contributions. The Employee (a) Each Subscriber may direct make Contributions in respect of the Employer Beneficiary in such amounts and at such times as the subscriber designates, subject to: (i) any minimum amounts established by the Promoter from time to contribute cash time by written notice to each Subscriber; (ii) the RESP Lifetime Limit; (iii) no Contribution being made to the Employee's account established and maintained pursuant Plan by or on behalf of a Subscriber after the 31st calendar year (35th calendar year in the case of a Specified Plan) following the calendar year in which the Plan is entered into; and (iv) such other restrictions as may be set out in the Applicable Legislation from time to time. Each Subscriber agrees that he/she is responsible for ensuring that the total of all contributions made in respect of the Beneficiary, other than contributions made to the Custodial Agreement Plan by way of transfer from other registered education savings plans, will not exceed the RESP Lifetime Limit imposed by the Applicable Legislation from time to time. Each Subscriber acknowledges that any failure to abide by the RESP Lifetime Limit will give rise to penalties and/or taxes as provided in the Applicable Legislation, and each Subscriber agrees he/she is solely responsible for the payment of such penalties and/or taxes and for the completion of all resulting required tax reporting. (b) In the "Custodial Account"case of Contributions in kind, the value of such Contributions will be an amount equal to the fair market value of such Contributions at the time of payment into the Plan. Where such fair market value is not readily determinable, in the opinion of either the Promoter or the Trustee, a Subscriber shall provide written evidence satisfactory to the Promoter or Trustee, as applicable, establishing such fair market value and the Contribution shall only be accepted by the Promoter once such satisfactory evidence of fair market value has been so provided and the registered ownership of such property has been changed to reflect ownership by the Plan. (c) In the event a Subscriber wishes to apply for Government Funded Benefits, the Subscriber shall make such application in a form and manner acceptable to the Minister and to the Promoter, which form the Promoter shall provide to the Subscriber(s) prior to, or immediately upon, completion of the Application. The Promoter shall ensure that the Government Funded Benefits paid to the Plan are administered, invested and paid out of the Plan strictly in accordance with the Salary Reduction Agreement entered into between terms of this Contract, the Employee Applicable Legislation, and the Employer. Such contributions may agreements referred to in section 25. (d) Each Subscriber undertakes to inform the Promoter of any change in circumstances of the Beneficiary (including any change of the Beneficiary or in the residency status of the Beneficiary) upon the Subscriber making a Contribution or a request for an Educational Assistance Payment to be made to the extent they do not exceed $9,500 or any greater amount permitted by Section 402(g) of the Code. The Employer may also make non-elective cash contributions to the Custodial Account on behalf of the Employee. Contributions in accordance with a Salary Reduction Agreement and non-elective Employer contributions may be made to the extent that they do not constitute "excess contributions" as that term is defined in Section 4973(c) of the Code (an "Excess Contribution"). In addition, the Employee or Employer may, in accordance with the Code, transfer or cause to be transferred in cash the Employee's balance in any other 403(b) plan, and the Employee may make a rollover contribution of any qualifying distribution from a 403(b) plan. The Sponsor, the Fund(s) and the Custodian shall not be responsible for determining the amount that may be contributed to the Custodial Account on behalf of the Employee, nor shall any of them be responsible to recommend or compel an Employer to make contributions to the Custodial Account. If during any taxable year the Employer contributed an amount that is an Excess Contribution, such Excess Contribution and any income attributable thereto shall, upon the written request of the Employee, be paid to the Employee by the Custodian or, at the Employee's election, be applied toward a contribution for the current or subsequent taxable year. If the amount of contributions made to the Custodial Account for any taxable year pursuant to a Salary Reduction Agreement exceeds the applicable dollar limitation of Section 402(g) of the Code, and is designated by the Employee, in writing, no later than March 1 of the following year, then the amount of contributions in excess of such limitation plus allocable earnings through the date of distribution shall be distributed by the Custodian no later than April 15 of the following year. The interest of the Employee in the Custodial Account shall be non- forfeitable at all times, may not be assigned, and shall not be subject to alienation, assignment, trustee process, garnishment, attachment, execution or levy of any kind, except with regard to payment of the expenses of the custodian as authorized by the provision of this Plan and the Custodial Agreement, and except as required by lawBeneficiary.

Contributions. The Employee a. Each Subscriber may direct make Contributions in respect of the Employer Beneficiary in such amounts and at such times as the Subscriber designates, subject to: i. any minimum amounts established by the Promoter from time to contribute cash time by written notice to each Subscriber; ii. the RESP Lifetime Limit; iii. no Contribution being made to the Employee's account established and maintained pursuant Plan by or on behalf of a Subscriber after the 31st calendar year following the calendar year in which the Plan is entered into; and iv. such other restrictions as may be set out in the Applicable Legislation from time to the Custodial Agreement (the "Custodial Account") in accordance with the Salary Reduction Agreement entered into between the Employee and the Employertime. Such No contributions may be made to the extent they do Plan in respect of Beneficiaries who are thirty-one (31) years old or older, other than contributions made by way of, or following a, transfer from another registered education savings plan that allows more than one beneficiary at any one time or otherwise in accordance with the Applicable Legislation. Each Subscriber agrees that he/she is responsible for ensuring that the total of all contributions made in respect of the Beneficiary (including a replacement beneficiary who inherits the “contribution history” of the replaced beneficiary), other than contributions made to the Plan by way of transfer from other registered education savings plans, will not exceed $9,500 the RESP Lifetime Limit imposed by the Applicable Legislation from time to time. Each Subscriber acknowledges that any failure to abide by the RESP Lifetime Limit will give rise to penalties and/or taxes as provided in the Applicable Legislation, and each Subscriber agrees that he/she is solely responsible for the payment of such penalties and/or taxes and for the completion of all resulting required tax reporting. b. In the case of Contributions in kind, the value of such Contributions will be an amount equal to the fair market value of such Contributions at the time of payment into the Plan. Where such fair market value is not readily determinable, in the opinion of either the Promoter or any greater amount permitted the Trustee, a Subscriber shall provide written evidence satisfactory to the Promoter or Trustee, as applicable, establishing suc h fair market value and the Contribution shall only be accepted by Section 402(gthe Promoter once such satisfactory evidence of fair market value has been so provided and the registered ownership of such property has been changed to reflect ownership by the Plan. c. In the event a Subscriber wishes to apply for Government Funded Benefits, the Subscriber shall make such application in a for m and manner acceptable to the Minister and to the Promoter, which form the Promoter shall provide to the Subscriber(s) prior to, or immediately upon, completion of the CodeApplication. The Employer may also make non-elective cash contributions Promoter shall ensure that the Government Funded Benefits paid to the Custodial Account Plan are administered, invested and paid out of the Plan strictly in accordance with the terms of this Contract, the Applicable Legislation, and the agreements referred to in section 33. At the time a Contribution is made into the Plan, the Contribution will be allocated first to Beneficiaries who qualify to receive Government Funded Benefits, up to the amount eligible to receive the maximum Government Funded Benefits, then equally among the Beneficiaries eligible to receive Contributions. d. Each Subscriber undertakes to inform the Promoter of any change in circumstances of the Beneficiary (including any change of the Beneficiary or in the residency status of the Beneficiary) upon the Subscriber making a Contribution or a request for an Educational Assistance Payment to be made to or on behalf of the EmployeeBeneficiary. e. Contributions to the Plan will be considered to have been made pro rata in respect of each Beneficiary unless otherwise stipulated by you. Any Contribution to the Plan made in respect of a former beneficiary under the Plan will be considered to have been made pro rata in respect of each current Beneficiary unless otherwise stipulated by you. Any amount may be transferred to the Plan from another registered education savings plan that allows more than one Beneficiary at a time provided that other registered education savings plan has never made an Accumulated Income Payment. Contributions in accordance with a Salary Reduction Agreement and non-elective Employer contributions may be made transferred to the extent that they do not constitute "excess contributions" as that term is defined Plan shall be considered to have been made on your behalf pro rata in Section 4973(c) respect of each Beneficiary unless otherwise stipulated by you. If the Code (an "Excess Contribution"). In additionother registered education savings plan was established before the Plan, the Employee or Employer may, in accordance with the Code, transfer or cause Plan will be deemed to be transferred in cash established on the Employee's balance in any day the other 403(b) registered education savings plan was established or deemed to be established. Grants received by the Plan, whether directly from a government or by way of transfer from another registered education savings plan, and the Employee may make a rollover contribution of any qualifying distribution from a 403(b) plan. The Sponsor, the Fund(s) and the Custodian shall not be responsible for determining the amount that may considered to be contributed a Contribution to the Custodial Account on behalf of the Employee, nor shall any of them be responsible to recommend or compel an Employer to make contributions to the Custodial Account. If during any taxable year the Employer contributed an amount that is an Excess Contribution, such Excess Contribution and any income attributable thereto shall, upon the written request of the Employee, be paid to the Employee by the Custodian or, at the Employee's election, be applied toward a contribution for the current or subsequent taxable year. If the amount of contributions made to the Custodial Account for any taxable year pursuant to a Salary Reduction Agreement exceeds the applicable dollar limitation of Section 402(g) of the Code, and is designated by the Employee, in writing, no later than March 1 of the following year, then the amount of contributions in excess of such limitation plus allocable earnings through the date of distribution shall be distributed by the Custodian no later than April 15 of the following year. The interest of the Employee in the Custodial Account shall be non- forfeitable at all times, may not be assigned, and shall not be subject to alienation, assignment, trustee process, garnishment, attachment, execution or levy of any kind, except with regard to payment of the expenses of the custodian as authorized by the provision of this Plan and the Custodial Agreement, and except as required by lawPlan.

Contributions. The Employee may direct Rates at which the Employer shall contribute for each hour of work performed on behalf of each employee employed under the terms of this Agreement are contained in the Agreement. In the event that a member in good standing of the Union is employed in a capacity which is not covered by the terms and conditions of this Agreement, elects to contribute cash participate in the Health and Welfare and/or Pension Plans, the Employer shall make the prescribed contributions on his behalf. Such election shall be on a prescribed form supplied by the Union which shall be signed by the member and filed with the Employer and the Plan Administrator. Contributions shall be recorded on a remittance form and remitted to the Employee's account established and maintained pursuant to recipient of such contributionson or before the Custodial Agreement fifteenth (the "Custodial Account"15th) in accordance with the Salary Reduction Agreement entered into between the Employee and the Employer. Such contributions may be made to the extent they do not exceed $9,500 or any greater amount permitted by Section 402(g) day of the Code. month following the month for which contributions are to The amounts to be designated as wages and/or Employer may also make non-elective cash contributions to the Custodial Account on behalf above funds may be varied from time to time by agreement the Association and the Union. All Employer contributions due and payable, except industry promotion funds, shall be deemed and are considered to be Trust Funds. It is expressly that training funds and advancement funds are not wages or benefits due to an employee and industry promotion funds deemed to be dues for services rendered by the Association. The Board of Trustees of the Employee. Contributions in accordance with a Salary Reduction Agreement and non-elective Employer contributions Trust Funds shall have the authority to promulgate such agreements, plans and/or rules as may be made necessary or desirable for the efficient and successful operation and administration of the said Trust Funds, including provisions for security, surety penalty to the extent that they do not constitute "excess contributions" as that term is defined in Section 4973(c) such may be necessary for the protection of beneficiaries of such Funds. Any and all agreements, plans or rules established by the Boards of Trustees of the Code (an "Excess Contribution"). In addition, the Employee or Employer may, in accordance with the Code, transfer or cause respective Trust Funds shall be appended hereto and shall be deemed to be transferred in cash the Employee's balance in any other 403(b) plan, of and expressly incorporated herein and the Employee may make a rollover contribution of any qualifying distribution from a 403(b) planEmployer and the Union shall be bound by the terms and provisions thereof. The Sponsor, the Fund(s) and the Custodian Employer shall not be responsible required to make additional contributions or payments to any industry funds established by the Union or its Unions nor to any such funds established by Provincial or Territorial Government orders, regulations or decrees for determining the amount purpose of providing similar benefits, it being understood and agreed that may contributions provided for herein, or any portions thereof shall be contributed deemed to the Custodial Account on behalf be in lieu of shall be applied as payments to such funds. This provision shall not be applicable to any national funds or plans having general application and established by an Act of the Employee, nor Government of Canada. The work week shall any of them be responsible to recommend or compel begin on Monday and shall end Sunday. All hours worked by an Employer to make contributions to the Custodial Account. If during any taxable year the Employer contributed an amount that is an Excess Contribution, such Excess Contribution and any income attributable thereto shall, upon the written request of the Employee, be paid to the Employee by the Custodian or, at the Employee's election, be applied toward a contribution for the current or subsequent taxable year. If the amount of contributions made to the Custodial Account for any taxable year pursuant to a Salary Reduction Agreement exceeds the applicable dollar limitation of Section 402(g) of the Code, and is designated by the Employee, in writing, no later than March 1 of the following year, then the amount of contributions employee in excess of such limitation plus allocable earnings through the date eight (8) hours per shift and in excess of distribution forty (40) straight time hours per week shall be distributed paid for at the rate of time and one-half the straight time rate. All hours worked by an employee in excess of ten hours per shift and all hours worked on shall be paid for at the rate of double the straight time performed on New Year's Day, Good Friday, Canada Day, first Monday in August, Labour Day, Thanksgiving Day, Remembrance Day, Christmas Day, and Boxing Day and any such day proclaimed a general holiday by the Custodian no later than April 15 Federal or Provincial Governments shall be paid for at double the straight time hourly rate, provided that where one of the following year. The interest of holidays above mentioned falls during the Employee in work week, the Custodial Account forty (40) straight time hours shall be non- forfeitable at all times, may not be assigned, and shall not be subject to alienation, assignment, trustee process, garnishment, attachment, execution or levy of any kind, except with regard to payment of the expenses of the custodian as authorized by the provision of this Plan and the Custodial Agreement, and except as required by law.reduced to

Contributions. (a) Regular Contributions: The Employee may direct contributions which are payable under this contract for a Participant are the Employer to contribute cash to the Employee's account established and maintained payments made for him by his employer pursuant to a Salary-Annuity Agreement and any amounts contributed for him under the Custodial Plan, if any, and directed by the Participant for payment hereunder. For each Participant, total contributions (including those made pursuant to a Salary-Annuity Agreement) to this contract and any companion contract must be made at the rate of at least $200 annually during each twelve-month period. Contributions will be transmitted by the Contract-Holder or the employer. A Participant is a person for whom contributions have been paid under this contract and whose Participant's Accounts (see section 1.2) have not been cancelled. A Salary-Annuity Agreement is an agreement between an employee in an Eligible Classification and his employer. It is also an agreement between a Participant who has ceased to be an employee in an Eligible Classification and his new employer. Under the Agreement, the employer agrees to pay amounts to purchase an annuity for the employee meeting the conditions of Section 403(b) of the Federal Internal Revenue Code of 1986, as amended (the "Custodial AccountCode") in accordance with the Salary Reduction ). Contributions made pursuant to a Salary-Annuity Agreement entered into between the Employee and the Employer. Such contributions may be made to the extent they do not exceed $9,500 for the taxable year of the Participant or any greater such other amount permitted as prescribed by the Internal Revenue Service under Section 402(g402(g)(4) of the Code. The Employer may also make non-elective cash contributions to the Custodial Account on behalf of the Employee. Contributions in accordance with a Salary Reduction Agreement and non-elective Employer contributions may be made to the extent that they do This limitation shall not constitute "excess contributions" as that term is defined in preclude any special increases applicable under Section 4973(c402(g)(8) of the Code (an "Excess Contribution")Code. In additionIf the limitation described in this paragraph is exceeded in any taxable year, the Employee or Employer Participant may, not later than the March 1 following the close of such taxable year, notify the Prudential, in accordance with the Codewriting, transfer of such excess and request that all or cause to be transferred in cash the Employee's balance in any other 403(b) plan, a portion of such excess and the Employee may make a rollover contribution of any qualifying distribution from a 403(b) plan. The Sponsor, the Fund(s) and the Custodian shall not be responsible for determining the amount that may be contributed to the Custodial Account on behalf of the Employee, nor shall any of them be responsible to recommend income or compel an Employer to make contributions to the Custodial Account. If during any taxable year the Employer contributed an amount that is an Excess Contribution, such Excess Contribution and any income attributable thereto shall, upon the written request of the Employeeloss allocable thereto, be paid to him from the Employee by contract before the Custodian or, at April 15 following the Employeeclose of the Participant's election, be applied toward a contribution for the current or subsequent taxable year. If Income or loss allocable to a Participant's excess contributions shall be determined in accordance with any applicable Regulations issued by the Internal Revenue Service. Any distribution made pursuant to this paragraph shall be made without regard to any restrictions or charges otherwise applicable to withdrawals under section 3.1 of the contract. (To save words, male pronouns are used in this contract to refer to both men and women). GVA-120-87 (24) (as modified by Group Annuity Amendment Form GAA-7764) Serial 100 (b) Transfer Contributions: The following amounts may be transferred to and paid as contribution under the contract for a Participant: (1) an amount which qualifies as a rollover contribution pursuant to the Code; (2) an amount which arises from an exchange of annuity contracts pursuant to the Code; (3) an amount which arises from a Participant's interest in a Code Section 402(b)(7) custodial account; or (4) an amount which arises from a Participant's interest in another Group Annuity Contract issued to the Contract-Holder by Prudential. Any amounts transferred to the contract pursuant to paragraph (b) of this section 1.1 will be treated as a Salary-Annuity Agreement contribution made after December 31, 1988 for purposes of the limitations on withdrawals under section 3.1 of the contract. However, if any portion of such transferred amount was not subject to the limitations of Code Section 402(b)(11) or Code Section 403(b)(7)(A)(ii) prior to transfer, then such portion will be treated as a contribution made prior to December 31, 1988 for withdrawal purposes, if the following conditions are met: (1) a record of the amount of contributions made contributions, and any income thereon, which was not subject to the Custodial Account for any taxable year pursuant limitations of Code Section 403(b)(11) or Code Section 403(b)(7)(A)(ii) prior to transfer must be furnished to Prudential in a Salary Reduction Agreement exceeds form satisfactory to it at the applicable dollar limitation time such transfer is made, and (2) evidence that such amount was not subject to the limitations of Code Section 402(g403(b)(11) or Code Section 403(b)(7)(A)(ii) prior to transfer must be furnished to Prudential in a form satisfactory to it at the time such transfer is made. The Prudential may require proof that all amounts transferred to the contract meet the requirements of the Code, Code and is designated any applicable Rulings or Regulations issued by the Employee, in writing, no later than March 1 of the following year, then the amount of contributions in excess of such limitation plus allocable earnings through the date of distribution shall be distributed by the Custodian no later than April 15 of the following year. The interest of the Employee in the Custodial Account shall be non- forfeitable at all times, may not be assigned, and shall not be subject to alienation, assignment, trustee process, garnishment, attachment, execution or levy of any kind, except with regard to payment of the expenses of the custodian as authorized by the provision of this Plan and the Custodial Agreement, and except as required by lawInternal Revenue Service.

Contributions. The Employee may direct the Employer to contribute cash to the Employee's account established and maintained pursuant to the Custodial Agreement (the "Custodial Account") in accordance with the Salary Reduction Agreement entered into between the Employee and the Employer. Such contributions 5.1 Contributions may be made by or on behalf of a Participant as follows: (a) Salary-Reduction Contributions Each Participant may elect to defer, through periodic payroll deductions, (a) prior to July 1, 1991, from 1% to 15% and (b) on and after July 1, 1991, from 3% up to 15% of his Compensation (subject to the extent they do not exceed $9,500 or any greater limitations of this Article V) for the Plan Year and to have this amount permitted by Section 402(g) of contributed under the CodePlan. Such deferred amounts are hereinafter referred to as "Salary-Reduction Contributions." Such Contributions will be made pursuant to a Salary-Reduction Agreement. The Employer may, at its discretion, restrict the amount of Salary-Reduction Contributions made by a Highly-Compensated Participant in any Plan Year. A Participant's Salary-Reduction Contributions will not exceed the dollar limit set forth in Code section 402(g) for the Taxable Year of the Participant. The dollar limitation will be adjusted annually as provided in Code section 415(d) pursuant to Regulations. The adjusted limitation will be effective as of January 1st of each calendar year. In the event that such dollar limitation is exceeded, the excess ("Excess Salary-Reduction Contributions") will be adjusted, as provided in the following paragraph, and will be returned to the Participant before the April 15 following the close of the Participant's Taxable Year. Excess Salary-Reduction Contributions will not include any amounts properly distributed as excess Annual Additions. Excess Salary-Reduction Contributions will be adjusted for any income or loss up to the end of the Taxable Year. The income or loss allocable to the Participant's Excess Salary-Reduction Contributions is equal to the allocable gain or loss for the Taxable Year. The Employer, with the consent of the Funding Agent, may also make non-elective cash contributions to include the Custodial Account on behalf allocable gain or loss for the period between the end of the Employee. Contributions in accordance with a Salary Reduction Agreement Taxable Year and non-elective Employer contributions may be made to the extent that they do not constitute date of distribution ("excess contributions" as that term is defined in Section 4973(c) of the Code (an "Excess Contributiongap period"). In addition, the Employee or The Employer may, in accordance with the Codeconsent of the Funding Agent, transfer apply any reasonable method for computing the income or cause losses allocable to Excess Salary- Reduction Contributions and, if applicable, the "gap period." Such method will be applied to all affected Participants in a uniform and nondiscriminatory basis and such method will be used consistently for all other corrective distributions required to be transferred made under the Plan for that Plan Year. In the event that a Participant is also a participant in (1) another qualified cash the Employee's balance or deferred arrangement, as defined in any other Code section 401(k), (2) a simplified employee pension plan or deferred arrangement described in Code section 402(b)(1)(B), (3) an eligible deferred compensation plan under Code section 457, (4) a plan described under Code section 501(c)(18), or (5) a salary reduction arrangement under Code section 403(b) plan, and the Employee may make a rollover contribution of any qualifying distribution from a 403(b) plan. The Sponsor, the Fund(s) and the Custodian shall not be responsible for determining elective deferrals, as defined in Code section 402(g)(3), made under all such other arrangements and this Plan cumulatively exceed the amount that may be contributed to the Custodial Account on behalf of the Employeedollar limit set forth in Code section 402(g), nor shall any of them be responsible to recommend or compel an Employer to make contributions to the Custodial Account. If during any taxable year the Employer contributed an amount that is an Excess Contributionas adjusted, such Excess Contribution and any income attributable thereto shall, upon Participant may notify the written request Administrator of the Employee, be paid to the Employee by the Custodian or, at the Employee's election, be applied toward a contribution for the current or subsequent taxable year. If the amount of contributions made to the Custodial Account for any taxable year pursuant to a Salary Reduction Agreement exceeds the applicable dollar limitation of Section 402(g) of the Code, and is designated by the Employeesuch excess, in writing, no not later than the March 1 following the close of his Taxable Year, and request that his Salary-Reduction Contributions under this Plan be reduced by an amount specified by the Participant. Such amount will be returned in the same manner as the Excess Salary-Reduction Contributions under this Plan are returned, as described in the preceding paragraph. Notwithstanding the foregoing, a Participant's Excess Salary-Reduction Contributions will be reduced, but not below zero, by any distribution of Excess Contributions for the Plan Year beginning with or within the Taxable Year of the following year, then the amount of contributions in excess of such limitation plus allocable earnings through the date of distribution shall be distributed by the Custodian no later than April 15 of the following year. The interest of the Employee in the Custodial Account shall be non- forfeitable at all times, may not be assigned, and shall not be subject to alienation, assignment, trustee process, garnishment, attachment, execution or levy of any kind, except with regard to payment of the expenses of the custodian as authorized by the provision of this Plan and the Custodial Agreement, and except as required by lawParticipant.

Contributions. 11.1 The Employee may direct the Employer to contribute cash to the Employee's account established Board shall establish Member and maintained Public Entity contributions pursuant to guidelines established by the Custodial Agreement (the "Custodial Account") in accordance with the Salary Reduction Agreement entered into between the Employee and the EmployerBoard from time-to-time. Such The contributions may be made include an annual contribution and any additional contributions at such times and in such amounts as the Board deems necessary to insure the extent they do not exceed $9,500 or any greater amount permitted by Section 402(g) solvency and avoid impairment of the CodePool or which the Board otherwise deems beneficial to protect the financial condition of the Pool. The Employer Board may also make provide for disbursement of non-elective cash contributions surplus credit balances which are, pursuant to guidelines adopted by the Custodial Account on behalf of the Employee. Contributions in accordance with Board from time to time, due a Salary Reduction Agreement and non-elective Employer contributions may be made to the extent that they do not constitute "excess contributions" as that term is defined in Section 4973(c) of the Code (an "Excess Contribution"). In addition, the Employee or Employer may, in accordance with the Code, transfer or cause to be transferred in cash the Employee's balance in any other 403(b) planMember, and the Employee may make a rollover contribution of any qualifying distribution from a 403(b) plan. The Sponsor, the Fund(s) and the Custodian shall not be responsible for determining the amount that may be contributed to the Custodial Account on behalf of the Employee, nor shall any of them be responsible to recommend or compel an Employer to make contributions to the Custodial Account. If during any taxable year the Employer contributed an amount that is an Excess Contribution, such Excess Contribution and any income attributable thereto shall, upon the written request of the Employee, be paid to the Employee by the Custodian or, at the Employee's election, be applied toward a contribution for the current or subsequent taxable year. If the amount of contributions made to the Custodial Account for any taxable year pursuant to a Salary Reduction Agreement exceeds the applicable dollar limitation of Section 402(g) of the Code, and is designated by the Employee, in writing, no later than March 1 of the following year, then the amount of contributions in excess of such limitation plus allocable earnings through the date of distribution shall be distributed by the Custodian no later than April 15 of the following year. The interest of the Employee in the Custodial Account shall be non- forfeitable at all times, may not be assigned, and disbursements shall not be subject to alienationthe provisions of Paragraphs 11.2 or 15.1. 11.2 Any excess funds which the Board determines are not needed for the purposes of the Pool, assignmentmay be distributed among the Members and former Members, trustee processsubject to Paragraph 15.1, garnishmentpursuant to the following: 1. Any such distribution may be in the form of credits against future contributions or in the form of payments, attachmentor a combination thereof, execution or levy as the Board may determine. 2. Money distributed for any claim year shall be distributed only to those Members and former Members which were Members during that claim year and shall be distributed in order of claim year contribution, with Members and former Members of the initial claim year to receive the initial credits. 3. The amount which may be distributed for any claim year shall be established by the Board which shall have discretion as to the amount and timing of any kind, except with regard to payment distribution. That amount may not exceed the net sum of (i) the net income of the expenses Pool for that claim year less (ii) the portion of the custodian Pool’s net income which equals the amount of the excess loss reserve of the claim year prior to the claim year (which is subject to the distribution) which was taken into income in that claim year plus (iii) the excess loss reserve for the claim year which is subject to the distribution. 4. For the purpose of this Paragraph 11.2, the term “excess loss reserves” means the amount by which the amounts credited to loss reserves and charged to operating expenses in any claim year exceed the actual losses (including loss adjustment expenses) for that claim year. 5. The amount established by the Board for a claim year pursuant to Subparagraph 3 of this Paragraph 11.2 , shall be distributed among each Member and former Member which was a Member during that claim year based on the ratio which each Member’s and former Member’s contribution (excluding any surplus contribution) for the claim year bears to the total contributions (excluding surplus contributions) for the claim year and less the contributions of former Members which are not eligible for a distribution pursuant to Paragraph 15.1. 6. Excess surplus funds contributed by Members and former Members may be distributed only among such contributing Members or former Members, subject to the five year membership requirement of Paragraph 15. 1. The Board has discretion to determine, from time to time, the amount and timing of any distribution of such funds. The amount established by the Board shall be distributed among each Member and eligible former Member based on the ratio which each Member’s and former Member’s surplus contribution bears to the total amount of surplus funds contributed to the Pool by Members and former Members. 7. No distribution of excess funds, including excess surplus funds contributed by Members, shall be made to any Member or former Member which owes any amount to the Pool until the amount so owed is paid, and any amount so owed may be deducted from the distribution to the Member or former Member. 8. No distribution of excess funds, including excess surplus funds contributed by Members, shall cause the Pool to become impaired or insolvent. 11.3 The total amount of surplus shall be determined by the Board from time-to-time, but in no event shall be less than that required by the Insurance Commissioner of Colorado, and the Board may require all Members to make additional contributions to surplus as the Board deem necessary, or the Insurance Commissioner of Colorado may require. 11.4 The Pool shall account separately for contributions made for the property and liability coverages authorized by Sections 24-10-115.5 and 00-00-000, C.R.S., as amended, and for contributions made for the workers’ compensation coverage authorized by Sections 8-44- 101(1)(C) and (3) and 8-44-204, C.R.S., as amended. 11.5 Notwithstanding any provision of this Plan and Agreement to the Custodial Agreementcontrary, and except as the Pool Board may establish from any contributions or other assets of the Pool the initial minimum surplus for workers’ compensation coverage required by lawthe Insurance Commissioner of Colorado; provided that contributions or other assets derived from coverages other than workers’ compensation shall not be used to establish such minimum surplus unless and until the Board first determines that workers’ compensation contributions are or will be insufficient to fund such surplus in the amounts and within the time required by the Insurance Commissioner of Colorado; and provided further, that such minimum surplus shall be established from contributions for workers’ compensation coverage as soon as the Board determines practicable consistent with ensuring the solvency and avoiding the impairment of the Pool. The Board may issue subordinated debt to establish such minimum surplus consistent with applicable requirements of the Insurance Commissioner of Colorado. 11.6 The Pool shall repay the Special District Association of Colorado for its ongoing services to the Pool, provided subsequent to the creation of the Pool, within such time and in such amount as the SDA Board and Pool Board may agree.

Contributions. The Employee may direct the Employer to contribute cash (a) Subject to the Employee's account established and maintained pursuant conditions in this Agreement, CABHI shall make the Contributions to the Custodial Agreement (the "Custodial Account") Company in accordance with the Salary Reduction Agreement entered into between schedule and associated milestones to be achieved by Company (the Employee “Milestones”) detailed in Section 1 of Schedule “B”. (b) Company shall deliver a Milestone Report, in the form of the template provided by CABHI, prior to each scheduled Contribution being made. Ongoing payments by CABHI under the schedule in Section 1 of Schedule “B” are subject to CABHI’s written confirmation that the applicable Milestone has been achieved based on objective criteria. CABHI will use commercially reasonable efforts to provide such confirmation within thirty (30) days of receiving the Milestone Report and/or meeting with Company to discuss such Milestone Report. Each Contribution will be paid by CABHI to Company within thirty (30) days of such written confirmation. (c) Notwithstanding anything else in this Agreement, Company acknowledges and the Employer. Such contributions may agrees that all Contributions to be made by CABHI, and CABHI’s obligations to make such Contributions, are conditional on, among the extent they do other conditions herein, CABHI receiving sufficient allocated government funding to enable it to make payment of any financial components thereof, and that CABHI may terminate such obligations, in whole or in part, at any time by giving written notice to Company should CABHI not exceed $9,500 receive or any greater amount permitted by Section 402(gpossess funds sufficient for such purposes. (d) The Contributions are to be used solely for the completion of the Code. The Employer may also make non-elective cash contributions to the Custodial Account on behalf of the Employee. Contributions in accordance with a Salary Reduction Agreement and non-elective Employer contributions may be made to the extent that they do not constitute "excess contributions" as that term is defined in Section 4973(c) of the Code (an "Excess Contribution"). In addition, the Employee or Employer mayMilestones, in accordance with the Code, transfer or cause to be transferred in cash the Employee's balance in any other 403(b) planCABHI’s then-published eligible expense guideline(s), and the Employee Project Budget. (e) Company is expected to account for its expenditure of the Contributions. Any overpayment or disallowed expenditure shall be repayable to CABHI. CABHI may make deduct the said amount from any subsequent Contributions under this Agreement. Once returned, such amounts will not be considered part of the total Contributions. Disallowed expenditures will also create grounds for termination under Section 4(b). (f) If, at any time, in CABHI’s opinion, Company has not spent a rollover contribution significant portion of any qualifying distribution from a 403(b) plan. The Sponsorthe Contributions provided by CABHI to that date, the Fund(s) Parties agree to meet and discuss Section 1 of Schedule “B” and CABHI may, in its sole discretion, modify the Custodian shall not be responsible for determining the amount that may be contributed to the Custodial Account on behalf timing of the Employee, nor shall any of them be responsible to recommend or compel an Employer to make contributions to the Custodial Account. If during any taxable year the Employer contributed an amount that is an Excess Contribution, such Excess Contribution and any income attributable thereto shall, upon the written request of the Employee, be paid to the Employee by the Custodian or, at the Employee's election, be applied toward a contribution for the current or subsequent taxable year. If the amount of contributions made to the Custodial Account for any taxable year pursuant to a Salary Reduction Agreement exceeds the applicable dollar limitation of Section 402(g) of the Code, and is designated by the Employee, in writing, no later than March 1 of the following year, then the amount of contributions in excess of such limitation plus allocable earnings through the date of distribution shall be distributed by the Custodian no later than April 15 of the following year. The interest of the Employee in the Custodial Account shall be non- forfeitable at all times, may not be assigned, and shall not be subject to alienation, assignment, trustee process, garnishment, attachment, execution or levy of any kind, except with regard to payment of the expenses of the custodian as authorized by the provision of this Plan and the Custodial Agreement, and except as required by lawfuture Contributions.

Contributions. The Employee a. Each Subscriber may direct make Contributions in respect of the Employer Beneficiary in such amounts and at such times as the Subscriber designates, subject to: i. any minimum amounts established by the Promoter from time to contribute cash time by written notice to each Subscriber; ii. the RESP Lifetime Limit; iii. no Contribution being made to the Employee's account established and maintained pursuant Plan by or on behalf of a Subscriber after the 31st calendar year following the calendar year in which the Plan is entered into; and iv. such other restrictions as may be set out in the Applicable Legislation from time to the Custodial Agreement (the "Custodial Account") in accordance with the Salary Reduction Agreement entered into between the Employee and the Employertime. Such No contributions may be made to the extent they do Plan in respect of Beneficiaries who are thirty-one (31) years old or older, other than contributions made by way of, or following a, transfer from another registered education savings plan that allows more than one beneficiary at any one time or otherwise in accordance with the Applicable Legislation. Each Subscriber agrees that he/she is responsible for ensuring that the total of all contributions made in respect of the Beneficiary (including a replacement beneficiary who inherits the “contribution history” of the replaced beneficiary), other than contributions made to the Plan by way of transfer from other registered education savings plans, will not exceed $9,500 the RESP Lifetime Limit imposed by the Applicable Legislation from time to time. Each Subscriber acknowledges that any failure to abide by the RESP Lifetime Limit will give rise to penalties and/or taxes as provided in the Applicable Legislation, and each Subscriber agrees that he/she is solely responsible for the payment of such penalties and/or taxes and for the completion of all resulting required tax reporting. b. In the case of Contributions in kind, the value of such Contributions will be an amount equal to the fair market value of such c. In the event a Subscriber wishes to apply for Government Funded Benefits, the Subscriber shall make such application in a for m and manner acceptable to the Minister and to the Promoter, which form the Promoter shall provide to the Subscriber(s) prior to, or any greater amount permitted by Section 402(g) immediately upon, completion of the CodeApplication. The Employer may also make non-elective cash contributions Promoter shall ensure that the Government Funded Benefits paid to the Custodial Account Plan are administered, invested and paid out of the Plan strictly in accordance with the terms of this Contract, the Applicable Legislation, and the agreements referred to in section 33. At the time a Contribution is made into the Plan, the Contribution will be allocated first to Beneficiaries who qualify to receive Government Funded Benefits, up to the amount eligible to receive the maximum Government Funded Benefits, then equally among the Beneficiaries eligible to receive Contributions. d. Each Subscriber undertakes to inform the Promoter of any change in circumstances of the Beneficiary (including any change of the Beneficiary or in the residency status of the Beneficiary) upon the Subscriber making a Contribution or a request for an Educational Assistance Payment to be made to or on behalf of the EmployeeBeneficiary. Contributions to the Plan will be considered to have been made pro rata in accordance with respect of each Beneficiary unless otherwise stipulated by you. Any Contribution to the Plan made in respect of a Salary Reduction Agreement and non-elective Employer contributions former beneficiary under the Plan will be considered to have been made pro rata in respect of each current Beneficiary unless otherwise stipulated by you. Any amount may be made transferred to the extent Plan from another registered education savings plan that they do not constitute "excess contributions" as allows more than one Beneficiary at a time provided that term is defined other registered education savings plan has never made an Accumulated Income Payment. Contributions transferred to the Plan shall be considered to have been made on your behalf pro rata in Section 4973(c) respect of each Beneficiary unless otherwise stipulated by you. If the Code (an "Excess Contribution"). In additionother registered education savings plan was established before the Plan, the Employee or Employer may, in accordance with the Code, transfer or cause Plan will be deemed to be transferred in cash established on the Employee's balance in any day the other 403(b) registered education savings plan was established or deemed to be established. Grants received by the Plan, whether directly from a government or by way of transfer from another registered education savings plan, and the Employee may make a rollover contribution of any qualifying distribution from a 403(b) plan. The Sponsor, the Fund(s) and the Custodian shall not be responsible for determining the amount that may considered to be contributed a Contribution to the Custodial Account on behalf of the Employee, nor shall any of them be responsible to recommend or compel an Employer to make contributions to the Custodial Account. If during any taxable year the Employer contributed an amount that is an Excess Contribution, such Excess Contribution and any income attributable thereto shall, upon the written request of the Employee, be paid to the Employee by the Custodian or, at the Employee's election, be applied toward a contribution for the current or subsequent taxable year. If the amount of contributions made to the Custodial Account for any taxable year pursuant to a Salary Reduction Agreement exceeds the applicable dollar limitation of Section 402(g) of the Code, and is designated by the Employee, in writing, no later than March 1 of the following year, then the amount of contributions in excess of such limitation plus allocable earnings through the date of distribution shall be distributed by the Custodian no later than April 15 of the following year. The interest of the Employee in the Custodial Account shall be non- forfeitable at all times, may not be assigned, and shall not be subject to alienation, assignment, trustee process, garnishment, attachment, execution or levy of any kind, except with regard to payment of the expenses of the custodian as authorized by the provision of this Plan and the Custodial Agreement, and except as required by lawPlan.

Contributions. The Employee (a) Each Subscriber may direct make Contributions in respect of the Employer Beneficiary in such amounts and at such times as the Subscriber designates, subject to: (i) any minimum amounts established by the Promoter from time to contribute cash time by written notice to each Subscriber; (ii) the RESP Lifetime Limit; (iii) no Contribution being made to the Employee's account established and maintained pursuant Plan by or on behalf of a Subscriber after the 31st calendar year (35th calendar year in the case of a Specified Plan) following the calendar year in which the Plan is entered into; and (iv) such other restrictions as may be set out in the Applicable Legislation from time to time. Each Subscriber agrees that he/she is responsible for ensuring that the total of all contributions made in respect of the Beneficiary, other than contributions made to the Custodial Agreement Plan by way of transfer from other registered education savings plans, will not exceed the RESP Lifetime Limit imposed by the Applicable Legislation from time to time. Each Subscriber acknowledges that any failure to abide by the RESP Lifetime Limit will give rise to penalties and/or taxes as provided in the Applicable Legislation, and each Subscriber agrees he/she is solely responsible for the payment of such penalties and/or taxes and for the completion of all resulting required tax reporting. (b) In the "Custodial Account"case of Contributions in kind, the value of such Contributions will be an amount equal to the fair market value of such Contributions at the time of payment into the Plan. Where such fair market value is not readily determinable, in the opinion of either the Promoter or the Trustee, a Subscriber shall provide written evidence satisfactory to the Promoter or Trustee, as applicable, establishing such fair market value and the Contribution shall only be accepted by the Promoter once such satisfactory evidence of fair market value has been so provided and the registered ownership of such property has been changed to reflect ownership by the Plan. (c) In the event a Subscriber wishes to apply for Government Funded Benefits, the Subscriber shall make such application in a form and manner acceptable to the Minister and to the Promoter, which form the Promoter shall provide to the Subscriber(s) prior to, or immediately upon, completion of the Application. The Promoter shall ensure that the Government Funded Benefits paid to the Plan are administered, invested and paid out of the Plan strictly in accordance with the Salary Reduction Agreement entered into between terms of this Contract, the Employee Applicable Legislation, and the Employer. Such contributions may agreements referred to in section 25. (d) Each Subscriber undertakes to inform the Promoter of any change in circumstances of the Beneficiary (including any change of the Beneficiary or in the residency status of the Beneficiary) upon the Subscriber making a Contribution or a request for an Educational Assistance Payment to be made to the extent they do not exceed $9,500 or any greater amount permitted by Section 402(g) of the Code. The Employer may also make non-elective cash contributions to the Custodial Account on behalf of the Employee. Contributions in accordance with a Salary Reduction Agreement and non-elective Employer contributions may be made to the extent that they do not constitute "excess contributions" as that term is defined in Section 4973(c) of the Code (an "Excess Contribution"). In addition, the Employee or Employer may, in accordance with the Code, transfer or cause to be transferred in cash the Employee's balance in any other 403(b) plan, and the Employee may make a rollover contribution of any qualifying distribution from a 403(b) plan. The Sponsor, the Fund(s) and the Custodian shall not be responsible for determining the amount that may be contributed to the Custodial Account on behalf of the Employee, nor shall any of them be responsible to recommend or compel an Employer to make contributions to the Custodial Account. If during any taxable year the Employer contributed an amount that is an Excess Contribution, such Excess Contribution and any income attributable thereto shall, upon the written request of the Employee, be paid to the Employee by the Custodian or, at the Employee's election, be applied toward a contribution for the current or subsequent taxable year. If the amount of contributions made to the Custodial Account for any taxable year pursuant to a Salary Reduction Agreement exceeds the applicable dollar limitation of Section 402(g) of the Code, and is designated by the Employee, in writing, no later than March 1 of the following year, then the amount of contributions in excess of such limitation plus allocable earnings through the date of distribution shall be distributed by the Custodian no later than April 15 of the following year. The interest of the Employee in the Custodial Account shall be non- forfeitable at all times, may not be assigned, and shall not be subject to alienation, assignment, trustee process, garnishment, attachment, execution or levy of any kind, except with regard to payment of the expenses of the custodian as authorized by the provision of this Plan and the Custodial Agreement, and except as required by lawBeneficiary.

Contributions. 3.1 The Employee Employer shall make Contributions to the Trust Fund, both for itself and on behalf of the Members of the Plan, in such sums on or before such dates and under such terms as provided for by the Plan. 3.2 All Contributions and such contribution data as the Trustee shall require, shall be forwarded by the Employer to the Administrator on or before the 26th day of each month, which if not a business day, the preceding business day. 3.3 All Contributions shall be deposited in such accounts with such banks or depository company as shall be designated and prescribed by the Trustee. 3.4 The Employer agrees that its absolute obligation to make Contributions to the Trust Fund shall not be subject to set-off or counterclaim which it may have for any liability of a Member. 3.5 When the Employer is in default for a period of thirty (30) Business Days in the payment of Contributions to the Trust Fund, the Administrator shall notify the Trustee, and the Trustee shall direct the Employer to contribute cash pay the arrears within two (2) weeks failing which it may take any action necessary to enforce payment of contributions. 3.6 In the event that the Trustee shall reasonably suspect that there has been a failure by the Employer to pay Contributions properly payable to the Employee's account established Trust Fund, the Employer shall permit an auditor appointed by the Trustee to enter upon its premises and maintained pursuant to examine all books and records relevant to the Custodial Agreement (question of the "Custodial Account") in accordance with the Salary Reduction Agreement entered into between the Employee and amount of Contributions payable by the Employer. Such contributions may be made Where such audit discloses an intentional failure to pay such Contributions, the extent they do not exceed $9,500 or any greater Employer shall promptly pay such amount permitted as assessed by Section 402(g) the Trustee as being reasonably necessary (including the cost of obtaining such audit), to protect the interest in the Trust Fund of the Code. The Employer may also make non-elective cash contributions to the Custodial Account on behalf Members of the Employee. Contributions in accordance with a Salary Reduction Agreement Plan and non-elective Employer contributions may be made to the extent ensure that they do are not constitute "excess contributions" as that term is defined prejudiced in Section 4973(c) any way by the Employer's failure. 3.7 All Contributions made under the Plan and investments made and property of any kind or character acquired with any such funds or otherwise contributed, and all income, profits, and proceeds derived therefrom, shall be held in the Code (an "Excess Contribution"). In addition, Trust Fund and shall be held and administered by the Employee or Employer mayAdministrator, in accordance with the Code, transfer or cause to be transferred in cash provisions of the Employee's balance in any other 403(b) plan, Plan Rules and the Employee may make a rollover contribution of any qualifying distribution from a 403(b) plan. Trust Deed. 3.8 The Sponsor, the Fund(s) and the Custodian Employer shall not be responsible for determining the amount that may be contributed to the Custodial Account on behalf of the Employeehave no right or title to, nor shall any of them be responsible to recommend or compel an Employer to make contributions to interest in the Custodial Account. If during any taxable year the Employer contributed an amount that is an Excess Contribution, such Excess Contribution and any income attributable thereto shall, upon the written request of the Employee, be paid to the Employee by the Custodian or, at the Employee's election, be applied toward a contribution for the current or subsequent taxable year. If the amount of contributions Contributions made to the Custodial Account for any taxable year pursuant to a Salary Reduction Agreement exceeds the applicable dollar limitation of Section 402(g) Trust Fund, and no part of the Code, and is designated by Trust Fund shall revert to the Employee, Employer except that in writing, no later than March 1 the case of the following yearEmployer Contribution which is made by a mistake of fact. At the Employer's written request, then such Contributions may be returned to the amount of contributions in excess of such limitation plus allocable earnings through the date of distribution shall be distributed by the Custodian no later than April 15 Employer within 3 months of the following year. The interest end of the Employee fiscal year in which the Custodial Account shall be non- forfeitable at all times, may not be assigned, and shall not be subject to alienation, assignment, trustee process, garnishment, attachment, execution or levy of any kind, except with regard to payment of the expenses of the custodian as authorized by the provision of this Plan and the Custodial Agreement, and except as required by lawmistake was made.

Contributions. The Employee (a) Except as provided in Section 2(b) hereof, the Company may direct the Employer to contribute cash make such Contributions to the Employee's account established and maintained Trust as the Board of Directors of the Company deems appropriate from time to time. (b) As soon as practicable following a Change of Control (as defined in Section 3(a) hereof), the Consulting Firm shall calculate the maximum aggregate amount due pursuant to the Custodial Agreement Plan (without regard to the present value thereof) (the aggregate of such amounts is hereinafter referred to as the "Maximum Amount Payable"). The Consulting Firm shall promptly furnish such calculation to the Company and the Company shall have the obligation to make Additional Contributions to the Trust, and shall make Additional Contributions to the Trust, within three (3) business days of the receipt of such calculation, in an amount equal to the excess (the "Custodial AccountExcess"), if any, of the Maximum Amount Payable over the then fair market value of the Trust Assets, or shall direct the Trustee to draw down a Letter of Credit (as defined in Section 2(d) hereof) held by the Trust in such amount for such purpose. If at any time following a Change of Control, a valuation of the Trust Assets occurs pursuant to this Trust Agreement and it is determined by the Consulting Firm that an Excess shall exist, the Company shall promptly contribute such amount to the Trust as is necessary to eliminate the Excess, or the Trustee shall be authorized to draw down a Letter of Credit held by the Trust in such amount. (c) Anything contained in Section 2(b) hereof to the contrary notwithstanding, in the event of a Potential Change of Control (as defined in Section 3(b) hereof), the Company shall have the obligation to make Additional Contributions to the Trust in an amount equal to the Excess, or the Trustee shall be authorized to draw down a Letter of Credit held by the Trust in such amount. If a Change of Control shall not have occurred within ninety (90) days of a Contribution made pursuant to this Section 2(c) and the Board of Directors adopts a resolution to the effect that, for purposes of this Trust Agreement, a Change of Control is not imminent, any amounts contributed to the Trust pursuant to this Section 2(c), together with any earnings thereon, shall be promptly paid by the Trustee to the Company. (d) The Company shall make all required Contributions to the Trust in cash or, alternatively, may provide the Trustee with an irrevocable and unconditional letter of credit (the "Letter of Credit") sufficient for the Trustee to draw down an amount equal to all required Contributions. If at any time the Trust has been provided with a Letter of Credit by the Company, the Consulting Firm will direct the Trustee (i) when to draw down on such Letter of Credit and in accordance what amount and (ii) whether, if necessary, to renew the Letter of Credit or change its amount or terms. All Contributions so received (including any cash received on the draw down of a Letter of Credit), together with the Salary Reduction income therefrom and any increment thereon, shall be held, managed and administered by the Trustee as a single commingled Trust pursuant to the terms of this Trust Agreement entered into without distinction between principal and income. Neither the Employee and Trustee nor the Employer. Such contributions may Consulting Firm shall have any duty to require any Contributions to be made to the extent they do not exceed $9,500 Trustee by the Company or any greater amount permitted by to determine whether a Change of Control or Potential Change of Control has occurred. (e) Anything in Section 402(g2 hereof to the contrary notwithstanding, the Trustee shall return to the Company as soon as feasible following the close of each calendar quar ter within each calendar year the excess, if any, of (i) the then aggregate fair market value of the Trust Assets over (ii) one hundred fifty percent (150%) of the Code. The Employer may also make non-elective cash contributions to Maximum Amount Payable, as determined by the Custodial Account on behalf of Consulting Firm at the Employee. Contributions in accordance with a Salary Reduction Agreement and non-elective Employer contributions may be made to the extent that they do not constitute "excess contributions" as that term is defined in Section 4973(c) of the Code (an "Excess Contribution"). In addition, the Employee or Employer may, in accordance with the Code, transfer or cause to be transferred in cash the Employee's balance in any other 403(b) plan, and the Employee may make a rollover contribution of any qualifying distribution from a 403(b) plan. The Sponsor, the Fund(s) and the Custodian shall not be responsible for determining the amount that may be contributed to the Custodial Account on behalf of the Employee, nor shall any of them be responsible to recommend or compel an Employer to make contributions to the Custodial Account. If during any taxable year the Employer contributed an amount that is an Excess Contribution, such Excess Contribution and any income attributable thereto shall, upon the written request of the Employee, be paid Company. (f) The Company may at any time or from time to time make Additional Contributions to the Employee by the Custodian orTrustee, at the Employee's election, be applied toward a contribution for the current or subsequent taxable year. If the amount of contributions made to the Custodial Account for any taxable year pursuant to a Salary Reduction Agreement exceeds the applicable dollar limitation of Section 402(g) of the Code, and is designated by the Employee, in writing, no later than March 1 of the following year, then the amount of contributions in excess of such limitation plus allocable earnings through the date of distribution which shall be distributed held, administered and disposed of by the Custodian no later than April 15 of the following year. The interest of the Employee Trustee as provided in the Custodial Account shall be non- forfeitable at all times, may not be assigned, and shall not be subject to alienation, assignment, trustee process, garnishment, attachment, execution or levy of any kind, except with regard to payment of the expenses of the custodian as authorized by the provision of this Plan and the Custodial Trust Agreement, and except as required by law.

Contributions. The Employee may direct (a) On the Employer to contribute cash Execution Date, the Bloom Member shall make a contribution to the Employee's account established Company in an amount equal to $750,000 which amount shall be used to pay Transaction Expenses and maintained Facility Costs due on or about the Execution Date. (b) On each Regular Funding Date occurring on or prior to the Funding Date Deadline (provided that there shall be no more than one Regular Funding Date in each calendar month unless otherwise agreed in writing by the Bloom Member and the Investor): (i) the Bloom Member shall contribute (or shall have already contributed) to the Company an amount equal to the lesser of (A) the aggregate amount of all Facility Costs for the applicable Tranche due and payable as of such Funding Date minus the proceeds of any notes being disbursed with respect to such Tranche pursuant to the Custodial Note Purchase Agreement and (B) the Bloom Member Contribution minus any previous contributions made by the Bloom Member pursuant to Section 2.2(a) with respect to Transaction Expenses or pursuant to this Section 2.2(b), whether for the Tranche subject to such funding or with respect to any other Tranche; and (ii) thereafter, in the event that the amount to be funded pursuant to Section 2.2(b)(i) is insufficient to pay all Facility Costs for such Tranche, the Investor shall contribute to the Company an amount equal to the lesser of (A) the remaining amount of all Facility Costs for the applicable Tranche due and payable as of such Funding Date following the application of Section 2.2(b)(i) minus the proceeds of any notes being disbursed with respect to such Tranche pursuant to the Note Purchase Agreement and (B) the Investor Contribution minus any previous contributions made by the Investor pursuant to this Section 2.2, whether for the Tranche subject to such funding or with respect to any other Tranche. (c) Notwithstanding anything in Section 2.2(b) to the contrary, (i) on any Special Funding Date, the Investor shall contribute to the Company an amount equal to the Initial Investor Contribution Amount for such Tranche, minus the amount of any previous Investor Contributions with respect to such Tranche; (ii) if by the Funding Date Deadline, the aggregate amount of capital contributions made by the Bloom Member (including pursuant to Section 2.2(a) and Section 2.2(b)(i)) is not equal to [***] of the aggregate contributions made [***] Confidential Treatment Requested by both the Bloom Member and the Investor with respect to all Facility Costs for all Tranches (including without limitation any Initial Investor Contribution Amount), then, on such Funding Date Deadline, the Parties shall perform a true-up (the "Custodial Account"“Funding Date Deadline Capital Adjustment”) in accordance with so that the Salary Reduction Agreement entered into between deemed capital contributions of the Employee Bloom Member equal [***] of the aggregate capital contributions and the Employerdeemed capital contributions of the Investor equal [***] of the aggregate capital contributions (with respect to each Party, the “Allocable Percentage”). Such To carry out the Funding Date Deadline Capital Adjustment, the Party who has contributed less than its Allocable Percentage shall contribute an additional amount such that, after (i) giving effect to such additional contribution by such Party, (ii) distributing such amount to the other Party and (iii) deeming such distribution to the other Party to have correspondingly reduced the aggregate contributions may of such other Party to the Company, the percentage of the aggregate contributions made by the Bloom Member and the Investor shall equal the Allocable Percentages. Any positive difference between (x) the contributions previously made by a Party and (y) such Party’s Allocable Percentage shall be made distributed to such Party on such Funding Date Deadline; and (iii) for the avoidance of doubt, the Investor shall not be required to make any contributions pursuant to Section 2.2(b)(ii) or 2.2(c) to the extent they do not exceed $9,500 or any greater amount permitted by Section 402(g) of the Code. The Employer may also make non-elective cash contributions cost overruns related to the Custodial Account on behalf of Facility that were not included in Facility Costs set forth in the Employee. Contributions in accordance with a Salary Reduction Agreement and non-elective Employer contributions may be made Base Case Model. (d) Bloom Member shall provide written notice to the extent that they do Investor no less than ten (10) days prior to any anticipated Placed in Service date for a Facility with respect to which the Investor has not constitute "excess contributions" as that term is defined in Section 4973(c) yet contributed the Initial Investor Contribution Amount, and after the delivery of the Code (an "Excess Contribution"). In addition, the Employee or Employer may, in accordance with the Code, transfer or such notice shall not cause such Facility to be transferred Placed in cash Service until the Employee's balance earlier of (a) the anticipated Placed in any other 403(bService date and (b) plan, and the Employee may make a rollover contribution of any qualifying distribution from a 403(b) plan. The Sponsor, the Fund(s) and the Custodian shall not be responsible for determining the amount that may be contributed to the Custodial Account on behalf of the Employee, nor shall any of them be responsible to recommend or compel an Employer to make contributions to the Custodial Account. If during any taxable year the Employer contributed an amount that is an Excess Contribution, such Excess Contribution and any income attributable thereto shall, upon the written request of the Employee, be paid to the Employee by the Custodian or, at the Employee's election, be applied toward a contribution for the current or subsequent taxable year. If the amount of contributions made to the Custodial Account for any taxable year pursuant to a Salary Reduction Agreement exceeds the applicable dollar limitation of Section 402(g) of the Code, and is designated by the Employee, in writing, no later than March 1 of the following year, then the amount of contributions in excess of such limitation plus allocable earnings through the date of distribution shall be distributed by following the Custodian no later than April 15 of date on which the following year. The interest of Investor has contributed the Employee in the Custodial Account shall be non- forfeitable at all times, may not be assigned, and shall not be subject to alienation, assignment, trustee process, garnishment, attachment, execution or levy of any kind, except with regard to payment of the expenses of the custodian as authorized by the provision of this Plan and the Custodial Agreement, and except as required by lawInitial Investor Contribution Amount.

Contributions. The Employee a. Each Subscriber may direct make Contributions in respect of the Employer Beneficiary in such amounts and at such times as the Subscriber designates, subject to: i. any minimum amounts established by the Promoter from time to contribute cash time by written notice to each Subscriber; ii. the RESP Lifetime Limit; iii. no Contribution being made to the Employee's account established and maintained pursuant Plan by or on behalf of a Subscriber after the 31st calendar year following the calendar year in which the Plan is entered into; and iv. such other restrictions as may be set out in the Applicable Legislation from time to the Custodial Agreement (the "Custodial Account") in accordance with the Salary Reduction Agreement entered into between the Employee and the Employertime. Such No contributions may be made to the extent they do Plan in respect of Beneficiaries who are thirty-one (31) years old or older, other than contributions made by way of, or following a, transfer from another registered education savings plan that allows more than one beneficiary at any one time or otherwise in accordance with the Applicable Legislation. Each Subscriber agrees that he/she is responsible for ensuring that the total of all contributions made in respect of the Beneficiary (including a replacement beneficiary who inherits the “contribution history” of the replaced beneficiary), other than contributions made to the Plan by way of transfer from other registered education savings plans, will not exceed $9,500 the RESP Lifetime Limit imposed by the Applicable Legislation from time to time. Each Subscriber acknowledges that any failure to abide by the RESP Lifetime Limit will give rise to penalties and/or taxes as provided in the Applicable Legislation, and each Subscriber agrees that he/she is solely responsible for the payment of such penalties and/or taxes and for the completion of all resulting required tax reporting. b. In the case of Contributions in kind, the value of such Contributions will be an amount equal to the fair market value of such Contributions at the time of payment into the Plan. Where such fair market value is not readily determinable, in the opinion of either the Promoter or any greater amount permitted the Trustee, a Subscriber shall provide written evidence satisfactory to the Promoter or Trustee, as applicable, establishing such fair market value and the Contribution shall only be accepted by Section 402(gthe Promoter once such satisfactory evidence of fair market value has been so provided and the registered ownership of such property has been changed to reflect ownership by the Plan. c. In the event a Subscriber wishes to apply for Government Funded Benefits, the Subscriber shall make such application in a for m and manner acceptable to the Minister and to the Promoter, which form the Promoter shall provide to the Subscriber(s) prior to, or immediately upon, completion of the CodeApplication. The Employer may also make non-elective cash contributions Promoter shall ensure that the Government Funded Benefits paid to the Custodial Account Plan are administered, invested and paid out of the Plan strictly in accordance with the terms of this Contract, the Applicable Legislation, and the agreements referred to in section 33. At the time a Contribution is made into the Plan, the Contribution will be allocated first to Beneficiaries who qualify to receive Government Funded Benefits, up to the amount eligible to receive the maximum Government Funded Benefits, then equally among the Beneficiaries eligible to receive Contributions. d. Each Subscriber undertakes to inform the Promoter of any change in circumstances of the Beneficiary (including any change of the Beneficiary or in the residency status of the Beneficiary) upon the Subscriber making a Contribution or a request for an Educational Assistance Payment to be made to or on behalf of the EmployeeBeneficiary. Contributions in accordance with a Salary Reduction Agreement and non-elective Employer contributions may be made to the extent that they do not constitute "excess contributions" as that term is defined in Section 4973(c) of the Code (an "Excess Contribution"). In addition, the Employee or Employer may, in accordance with the Code, transfer or cause Plan will be considered to be transferred in cash the Employee's balance in any other 403(b) plan, and the Employee may make a rollover contribution of any qualifying distribution from a 403(b) plan. The Sponsor, the Fund(s) and the Custodian shall not be responsible for determining the amount that may be contributed to the Custodial Account on behalf of the Employee, nor shall any of them be responsible to recommend or compel an Employer to make contributions to the Custodial Account. If during any taxable year the Employer contributed an amount that is an Excess Contribution, such Excess Contribution and any income attributable thereto shall, upon the written request of the Employee, be paid to the Employee by the Custodian or, at the Employee's election, be applied toward a contribution for the current or subsequent taxable year. If the amount of contributions made to the Custodial Account for any taxable year pursuant to a Salary Reduction Agreement exceeds the applicable dollar limitation of Section 402(g) of the Code, and is designated by the Employee, in writing, no later than March 1 of the following year, then the amount of contributions in excess of such limitation plus allocable earnings through the date of distribution shall be distributed by the Custodian no later than April 15 of the following year. The interest of the Employee in the Custodial Account shall be non- forfeitable at all times, may not be assigned, and shall not be subject to alienation, assignment, trustee process, garnishment, attachment, execution or levy of any kind, except with regard to payment of the expenses of the custodian as authorized by the provision of this Plan and the Custodial Agreement, and except as required by law.have been made

Contributions. The Employee may direct the Employer to contribute cash Subject to the Employee's account established terms and maintained pursuant conditions set forth in this Agreement, at the Closing, the Investor shall contribute $10,000 in cash (the “Initial Contribution”) to the Custodial Agreement (the "Custodial Account") in accordance with the Salary Reduction Agreement entered into between the Employee and the Employer. Such contributions may be made to the extent they do not exceed $9,500 or any greater amount permitted by Section 402(g) of the Code. The Employer may also make non-elective cash contributions to the Custodial Account on behalf of the Employee. Contributions in accordance with a Salary Reduction Agreement and non-elective Employer contributions may be made to the extent that they do not constitute "excess contributions" as that term is defined in Section 4973(c) of the Code (an "Excess Contribution")Trust. In addition, Investor shall make the Employee or Employer may, in accordance with the Code, transfer or cause to be transferred in cash the Employee's balance in any other 403(b) plan, and the Employee may make a rollover contribution of any qualifying distribution from a 403(b) plan. The Sponsor, the Fund(s) and the Custodian shall not be responsible for determining the amount that may be contributed to the Custodial Account on behalf of the Employee, nor shall any of them be responsible to recommend or compel an Employer to make following contributions to the Custodial AccountTrust: (i) Investor shall contribute to the Trust cash equal to 5% of the amount required to be paid by the Trust for non-refundable deposits and fees pursuant to the Land Purchase Agreement; (ii) following approval of the Entitlement Budget pursuant to the Development Agreement, Investor shall contribute to the Trust cash equal to 5% of the Entitlement Budget Amount; (iii) Investor shall contribute to the Trust 10% of the funds paid by the Trust to obtain the Entitlements in excess of the Entitlement Budget Amount (subject to the provisions of Section 4 of Exhibit A to the Development Agreement); (iv) upon written notice to the Trust, Investor may elect, in its sole discretion, to cause any amounts payable to Investor pursuant to the Consulting Agreement that have not been paid by the Trust as of the date of the Land Purchase Closing to be treated as a contribution pursuant hereto, in which case, the Trust shall no longer be required to pay such amount to Investor; and (v) upon written notice to the Trust, Investor may elect, in its sole discretion, to cause any then unpaid Advisor Fees payable by the Trust to Investor to be treated as a contribution pursuant hereto, in which case, the Trust shall no longer be required to pay such Advisor Fees to Investor. If during any taxable year The sum of the Employer contributed an amount that is an Excess Contribution, such Excess Initial Contribution and any income attributable thereto the amounts contributed as provided above shall equal the “Contribution Amount”. The amounts to be contributed by Investor pursuant to subsections 2(a)(i)-(iii) above shall, upon the written request of the Employeeuntil paid in full, be paid by Investor to the Employee by Trust quarterly, within ten (10) days of Investor’s receipt of an invoice from the Custodian or, at the Employee's election, be applied toward a contribution Trust for the current respective amount or subsequent taxable yearamounts then due for the preceding quarter. If Investor fails to pay any amount he is required to pay as provided above, the Trust shall notify Investor and such amount shall be deemed to be a Default Contribution for purposes of contributions made Schedule 1 hereof. Except as provided in this Section 2, Investor shall have no obligation to make any contribution to the Custodial Account for any taxable year pursuant Trust with respect to a Salary Reduction Agreement exceeds the applicable dollar limitation of Section 402(g) of the Code, and is designated by the Employee, in writing, no later than March 1 of the following year, then the amount of contributions in excess of such limitation plus allocable earnings through the date of distribution shall be distributed by the Custodian no later than April 15 of the following year. The interest of the Employee in the Custodial Account shall be non- forfeitable at all times, may not be assigned, and shall not be subject to alienation, assignment, trustee process, garnishment, attachment, execution or levy of any kind, except with regard to payment of the expenses of the custodian as authorized by the provision of this Plan and the Custodial Agreement, and except as required by lawProject.

Contributions. The Employee 4.1 Determination as to Contributions - For each Fiscal Year that the Plan is in effect, Company will contribute for the purpose of the Plan the following amounts: A. An amount determined in accordance with Item IV(A) of the Adoption Agreement; plus B. Such amount as the Company may direct the Employer determine to contribute cash to the Employee's account established and maintained Plan to correct any qualification failure pursuant to the Custodial Employee Plan Compliance Resolution System or any successor program; plus C. Such amount as may be required by the Trustee in order to comply with the provisions of Sections 9.4 and/or 12.4 hereof (relating to recoupment by a Participant of a previously forfeited portion of his Accrued Benefit), after taking into consideration forfeitures (to the extent not used to offset Company contributions) and Plan earnings, to the extent permitted. In the event the Company elects, pursuant to Item I(I) of the Adoption Agreement (for a Profit-Sharing/401(k) Plan, to have the "Custodial Account"401(k) Elective Contribution provisions apply, in addition to those amounts indicated in paragraphs A, B and C above, the Company will contribute the amounts indicated in paragraph D below: D. The total of the Elective Contributions made by Participants in accordance with their salary reduction agreements pursuant to Section 4.2-A. hereof (as limited pursuant to Section 4.2-C. hereof) with respect to such Fiscal Year. In the Salary Reduction Agreement entered into between event the Employee and the Employer. Such contributions may be made Company elects, pursuant to the extent they do not exceed $9,500 or any greater amount permitted by Section 402(gItem IV-A(B) of the Code. Adoption Agreement for a Profit-Sharing/401(k) Plan, to have the Matching Contribution provisions herein apply, in addition to those amounts indicated in paragraphs A, B, C and D above, the Company will contribute the amounts indicated in paragraph E below: E. The Employer Company's Matching Contributions, pursuant to Section 4.3-A. hereof, provided, however, that within the time period specified in paragraph 4.4-B hereof, the Company may also make nondesignate an amount of such Matching Contribution made to Non-elective cash contributions Highly Compensated Employees, as a "Qualified Matching Contribution" subject to the Custodial Account on behalf of the Employee. vesting rights and withdrawal restrictions applicable to Elective Contributions in accordance with Sections 4.2-A. and 10.11 hereof, such that all or a Salary Reduction Agreement portion of the Elective Contributions, if any, made by the Highly Compensated Employees hereunder, as provided pursuant to Section 4.2-A. hereof, will be within the limitation on Elective Contributions contained in Section 4.2-C hereof. In the event the Company elects to make Fail-Safe Contributions pursuant to Items IV-A(F)-(K) of the Adoption Agreement, the Company may contribute the amounts indicated in paragraph F below: F. In addition, within the time period specified in paragraph 4.4-B. the Company may designate an amount of the contribution made in accordance with paragraph 4.1-A. hereof, if any, as the Company's "Fail-Safe Contribution", subject to the vesting rights and nonwithdrawal restrictions applicable to Elective Contributions in accordance with paragraph 4.2-elective Employer contributions may A. and Section 10.11 hereof, such that all or a portion of the Elective Contributions, if any, made by the Highly Compensated Employees hereunder, as provided pursuant to paragraph 4.2-A. hereof, will be within the limitations on Elective Contributions contained in paragraph 4.2-C hereof or such that all or a portion of the Matching Contributions, if any, made by the Company hereunder, as provided pursuant to paragraph 4.3-A hereof, will be within the limitations on Matching Contributions contained in paragraph 4.3-C hereof. Notwithstanding the foregoing and excluding amounts contributed in accordance with paragraphs B. and/or C. above, except to the extent that they do not constitute "excess contributions" as that term is defined in necessary to provide the minimum allocations under Section 4973(c) 18.3 hereof if the top-heavy provisions of the Code (an "Excess Contribution"). In additionArticle 18 apply, the Employee or Employer may, in accordance with the Code, transfer or cause to be transferred in cash the EmployeeCompany's balance in contributions for any other 403(b) plan, and the Employee may make a rollover contribution of any qualifying distribution from a 403(b) plan. The Sponsor, the Fund(s) and the Custodian Fiscal Year shall not be responsible for determining exceed the maximum amount that may be contributed allowable as a deduction from the income of Company under the provisions of Code Section 404(a)(3)(A) with respect to the Custodial Account on behalf of the Employee, nor shall any of them be responsible to recommend or compel an Employer to make contributions to the Custodial Account. If during any taxable year the Employer contributed an amount that is an Excess Contribution, such Excess Contribution and any income attributable thereto shall, upon the written request of the Employee, be paid to the Employee by the Custodian or, at the Employee's election, be applied toward a contribution for the current or subsequent taxable year. If the amount of contributions made to the Custodial Account for any taxable year pursuant to a Salary Reduction Agreement exceeds the applicable dollar limitation of Section 402(g) of the Code, and is designated by the Employee, in writing, no later than March 1 of the following year, then the amount of contributions in excess of such limitation plus allocable earnings through the date of distribution shall be distributed by the Custodian no later than April 15 of the following year. The interest of the Employee in the Custodial Account shall be non- forfeitable at all times, may not be assigned, and shall not be subject to alienation, assignment, trustee process, garnishment, attachment, execution or levy of any kind, except with regard to payment of the expenses of the custodian as authorized by the provision of this Plan and the Custodial Agreement, and except as required by law.profit-

Contributions. The Employee may direct Each year this contract is in effect the Employer to District shall contribute cash to the Employee's account established and maintained pursuant Supplemental Retirement Plan an amount equal to the Custodial Agreement cost to purchase one (the "Custodial Account"l) in accordance year of out-of-state service with the Salary Reduction Agreement entered into between Texas Teachers Retirement System (TRS) after she has earned five (5) years of service with TRS and is eligible to purchase such service. The cost to purchase one (1) year of out-of-state service with TRS shall be made based on a quote from TRS for the Employee cost of purchasing such service. Contributions to the Supplemental Retirement Plan for the purchase of TRS service shall be (a) made as a non-elective payment by the District to the Supplemental Retirement Plan (and the EmployerSuperintendent shall have no right to receive such contribution in cash) and (b) such contributions and earnings thereon shall be kept in a separate account in the Supplemental Retirement Plan. Such contributions may The Supplemental Retirement Plan shall consist of an employer paid 403(b) plan, a 457(b) deferred compensation plan and a 40l(a) defined contribution plan. Contributions shall be made first to the extent they do not exceed $9,500 or any greater amount permitted by a Board paid plan established under Section 402(g403(b) of the Code. The Employer may also make non-elective cash contributions to the Custodial Account on behalf of the Employee. Contributions in accordance with a Salary Reduction Agreement and non-elective Employer contributions may be made to To the extent that they do not constitute "excess contributions" as that term is defined in Section 4973(c) of such contribution exceeds the employer paid contribution limit under the Code (an "Excess Contribution"). In addition, the Employee or Employer may, in accordance with the Code, transfer or cause to be transferred in cash the Employee's balance in any other for a 403(b) plan, and then the Employee may make contribution shall be made to a rollover contribution of any qualifying distribution from a 403(b457(b) deferred compensation plan. The SponsorTo the extent that the remaining contribution exceeds the contribution limit for a 457(b) deferred compensation plan, the Fund(sremaining contribution shall be made to a defined contribution plan established under Section 401(a) and the Custodian shall not be responsible for determining the amount that may be contributed to the Custodial Account on behalf of the Employee, nor Code. Each plan shall any of them be responsible to recommend or compel an Employer to make contributions to provide that the Custodial Account. If during any taxable year the Employer contributed an amount that is an Excess Contribution, such Excess Contribution and any income attributable thereto shall, upon the written request of the Employee, be paid to the Employee by the Custodian or, at the Employee's election, be applied toward a contribution for the current or subsequent taxable year. If the amount of contributions made to the Custodial Account plan and all earnings thereon shall at all times be fully vested in the Superintendent. Each of these plans shall be established under a written plan document that meets the requirements of the Internal Revenue Code (the “Code”) and such documents are hereby incorporated herein by reference. The funds for any taxable year pursuant to a Salary Reduction Agreement exceeds the plans shall be invested in such investment vehicles as are allowable under the Code for the applicable dollar limitation type of Section 402(g) of the Code, plan and is designated such investment vehicles shall be chosen solely by the Employee, in writing, no later than March 1 of the following year, then the amount of contributions in excess of such limitation plus allocable earnings through the date of distribution shall be distributed by the Custodian no later than April 15 of the following year. The interest of the Employee in the Custodial Account shall be non- forfeitable at all times, may not be assigned, and shall not be subject to alienation, assignment, trustee process, garnishment, attachment, execution or levy of any kind, except with regard to payment of the expenses of the custodian as authorized by the provision of this Plan and the Custodial Agreement, and except as required by lawSuperintendent.

Contributions. The Employee may direct the Employer to contribute cash (a) Subject to the Employee's account established provisions of Section 2 (b) below, the Corporation, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in trust with the Trustee to augment the principal to be held, administered and maintained disposed of by the Trustee as provided in the Trust Agreement. Neither the Trustee nor any Plan participant or beneficiary shall have any right to compel such additional deposits. (b) As soon as practicable following a Change of Control or Potential Change of Control (as defined in Section 4(b) hereof), the Corporation or its agent shall calculate the maximum aggregate amount required under each Plan, and shall calculate an estimate of the expenses reasonably likely to be incurred during the period from the date of calculation through the five (5) days beyond the last date payments from each plan can be made (“the Target Date”). The aggregate of such amounts for all the Plans plus such additional amount as the Corporation or its agent reasonably determines to be necessary to pay the anticipated expenses of the Trust is hereinafter referred to as the “Maximum Amount Payable”. The Corporation shall have the obligation to make additional contributions (“Additional Contributions”) to the Trust, and shall make Additional Contributions to the Trust, within three business days of such calculation, in an amount in cash equal to the excess (the “Excess”), if any, of the Maximum Amount Payable over the then fair market value of the Trust Assets or the Corporation shall obtain for the benefit of the Trustee an irrevocable and unconditional Letter of Credit issued by one or more banks, each having a credit rating from Xxxxx’x Investor Services, Inc. or Standard & Poors Corporation on its longer term unsecured debt obligations in one of the agencies’ two highest categories (an “Acceptable Bank”) sufficient for the Trustee to draw down an amount equal to the Excess (the “Letter of Credit”). The Letter of Credit may be issued by an Acceptable Bank acting as Trustee under this Trust Agreement. The Letter of Credit shall have a term which extends until the Target Date of each Plan or, if it has a shorter term, shall provide that the Trustee may draw down on it if it is not (i) extended until a date at least five days after the Target Date or (ii) replaced by a Letter of Credit, issued by an Acceptable Bank, with a term extending until a date at least five days after the Target Date in amount at least equal to the amount of the Letter of Credit (each such extended Letter of Credit and any replacement Letter of Credit shall be a Letter of Credit for all purposes of this Trust Agreement). If at any time following a Change of Control, a valuation of the Trust Assets occurs pursuant to this Trust Agreement and it is determined by the Corporation’s agent that an Excess shall exist, the Corporation shall within three days of notice thereof either contribute such amount to the Trust as is necessary to eliminate the Excess or increase the Letter of Credit in the amount of such Excess and in the absence of such contribution or increase the Trustee shall fully draw down all Letters of Credit in its possession. (c) Anything contained herein in Section 2(b) hereof to the contrary, in the event of a Potential Change of Control (as defined in Section 4(b) hereof), the Corporation shall have the obligation to make Additional Contributions to the Trust in an amount equal to the Excess or the Corporation shall obtain the Letter of Credit. If a Change of Control shall not have occurred within one hundred and twenty (120) days of a Contribution made pursuant to this Section 2(c) and the Board of Directors adopts a resolution to the effect that, for purposes of this Trust Agreement, a Change of Control is not imminent, then any amounts contributed to the Trust pursuant to Section 2(b) or this Section 2(c), together with any earnings thereon shall be promptly paid by the Trustee to the Corporation. (d) The Corporation shall make all required Contributions to the Trust in cash or by delivery of the Letter of Credit. All Contributions so received (including any cash received on the draw down of the Letter of Credit), together with the income therefrom and any increment thereon, shall be held and administered by the Trustee as a single commingled Trust pursuant to the Custodial Agreement (the "Custodial Account") in accordance with the Salary Reduction Agreement entered into terms of this Trust without distinction between the Employee principal and the Employerincome. Such The Trustee shall have no duty to require any contributions may to be made to the extent they do not exceed $9,500 Trust by the Corporation or any greater amount permitted by to determine that a Change of Control or Potential Change of Control has occurred. (e) Anything in Section 402(g) of the Code. The Employer may also make non-elective cash contributions 2 to the Custodial Account on behalf of contrary, the Employee. Contributions in accordance with a Salary Reduction Agreement and non-elective Employer contributions may be made Trustee shall return to the extent that they do not constitute "excess contributions" as that term is defined Corporation, or consent to a reduction in Section 4973(c) of the Code (an "Excess Contribution"). In addition, the Employee or Employer may, in accordance with the Code, transfer or cause to be transferred in cash the Employee's balance in any other 403(b) plan, and the Employee may make a rollover contribution of any qualifying distribution from a 403(b) plan. The Sponsor, the Fund(s) and the Custodian shall not be responsible for determining the amount that may be contributed to the Custodial Account on behalf of the Employee, nor shall any of them be responsible to recommend or compel an Employer to make contributions to the Custodial Account. If during any taxable year the Employer contributed an amount that is an Excess Contribution, such Excess Contribution and any income attributable thereto shall, upon the written request of the Employee, be paid to the Employee by the Custodian or, at the Employee's election, be applied toward a contribution for the current or subsequent taxable year. If the amount of contributions made the Letter of Credit, as soon as feasible following the close of each calendar quarter within each calendar year, an amount equal to the Custodial Account for any taxable year pursuant to a Salary Reduction Agreement exceeds excess, if any, of (i) the applicable dollar limitation of Section 402(g) then aggregate fair market value of the CodeTrust Assets (valuing the Letter of Credit at the maximum amount for which it may be drawn down) over (ii) 150% of the Maximum Amount Payable, and is designated as determined by the Employee, in writing, no later than March 1 of the following year, then the amount of contributions in excess of such limitation plus allocable earnings through the date of distribution shall be distributed by the Custodian no later than April 15 of the following year. The interest of the Employee in the Custodial Account shall be non- forfeitable at all times, may not be assigned, and shall not be subject to alienation, assignment, trustee process, garnishment, attachment, execution Corporation or levy of any kind, except with regard to payment of the expenses of the custodian as authorized by the provision of this Plan and the Custodial Agreement, and except as required by lawits agent.

Contributions. (a) Regular Contributions: The Employee may direct contributions which are payable under this contract for a Participant are the Employer to contribute cash to the Employee's account established and maintained payments made for him by his employer pursuant to a Salary-Annuity Agreement and any amounts contributed for him under the Custodial Plan, if any, and directed by the Participant for payment hereunder. For each Participant, total contributions (including those made pursuant to a Salary-Annuity Agreement) to this contract and any companion contract must be made at the rate of at least $200 annually during each twelve- month period. Contributions will be transmitted by the Contract-Holder or the employer. A Participant is a person for whom contributions have been paid under this contract and whose Participant's Accounts (see section 1.2) have not been cancelled. A Salary-Annuity Agreement is an agreement between an employee in an Eligible Classification and his employer. It is also an agreement between a Participant who has ceased to be an employee in an Eligible Classification and his new employer. Under the Agreement, the employer agrees to pay amounts to purchase an annuity for the employee meeting the conditions of Section 403(b) of the Federal Internal Revenue Code of 1986, as amended (the "Custodial AccountCode") in accordance with the Salary Reduction ). Contributions made pursuant to a Salary-Annuity Agreement entered into between the Employee and the Employer. Such contributions may be made to the extent they do not exceed $9,500 for the taxable year of the Participant or any greater such other amount permitted as prescribed by the Internal Revenue Service under Section 402(g402(g)(4) of the Code. The Employer may also make non-elective cash contributions to the Custodial Account on behalf of the Employee. Contributions in accordance with a Salary Reduction Agreement and non-elective Employer contributions may be made to the extent that they do This limitation shall not constitute "excess contributions" as that term is defined in preclude any special increases applicable under Section 4973(c402(g)(8) of the Code (an "Excess Contribution")Code. In additionIf the limitation described in this paragraph is exceeded in any taxable year, the Employee or Employer Participant may, not later than the March 1 following the close of such taxable year, notify the Prudential, in accordance with the Codewriting, transfer of such excess and request that all or cause to be transferred in cash the Employee's balance in any other 403(b) plan, a portion of such excess and the Employee may make a rollover contribution of any qualifying distribution from a 403(b) plan. The Sponsor, the Fund(s) and the Custodian shall not be responsible for determining the amount that may be contributed to the Custodial Account on behalf of the Employee, nor shall any of them be responsible to recommend income or compel an Employer to make contributions to the Custodial Account. If during any taxable year the Employer contributed an amount that is an Excess Contribution, such Excess Contribution and any income attributable thereto shall, upon the written request of the Employeeloss allocable thereto, be paid to him from the Employee by contract before the Custodian or, at April 15 following the Employeeclose of the Participant's election, be applied toward a contribution for the current or subsequent taxable year. If Income or loss allocable to a Participant's excess contributions shall be determined in accordance with any applicable Regulations issued by the Internal Revenue Service. Any distribution made pursuant to this paragraph shall be made without regard to any restrictions or charges otherwise applicable to withdrawals under section 3.1 of the contract. (To save words, male pronouns are used in this contract to refer to both men and women). GVA-120-87 (24) (as modified by Group Annuity Amendment Form GAA-7764) Serial 100 (b) Transfer Contributions: The following amounts may be transferred to and paid as a contribution under the contract for a Participant: (1) an amount which qualifies as a rollover contribution pursuant to the Code; (2) an amount which arises from an exchange of annuity contracts Pursuant to the Code; (3) an amount which arises from a Participant's interest in a Code Section 402(b)(7) custodial account; or (4) an amount which arises from a Participant's interest in another Group Annuity Contract issued to the Contract-Holder by Prudential. Generally, any amounts transferred to the contract pursuant to paragraph (b) of this section 1.1 will be treated as a Salary-Annuity Agreement contribution made after December 31, 1988 for purposes of the limitations on withdrawals under section 3.1 of the contract. However, if any portion of such transferred amount was not subject to the limitations of Code Section 402(b)(11) or Code Section 403(b)(7)(A)(ii) prior to transfer, then such portion will be treated as a contribution made prior to December 31, 1988 for withdrawal purposes, if the following conditions are met: (1) a record of the amount of contributions made contributions, and any income thereon, which was not subject to the Custodial Account for any taxable year pursuant limitations of Code Section 403(b)(11) or Code Section 403(b)(7)(A)(ii) prior to transfer must be furnished to Prudential in a Salary Reduction Agreement exceeds form satisfactory to it at the applicable dollar limitation time such transfer is made, and (2) evidence that such amount was not subject to the limitations of Code Section 402(g403(b)(11) or Code Section 403(b)(7)(A)(ii) prior to transfer must be furnished to Prudential in a form satisfactory to it at the time such transfer is made. The Prudential may require proof that all amounts transferred to the contract meet the requirements of the Code, Code and is designated any applicable Rulings or Regulations issued by the Employee, in writing, no later than March 1 of the following year, then the amount of contributions in excess of such limitation plus allocable earnings through the date of distribution shall be distributed by the Custodian no later than April 15 of the following year. The interest of the Employee in the Custodial Account shall be non- forfeitable at all times, may not be assigned, and shall not be subject to alienation, assignment, trustee process, garnishment, attachment, execution or levy of any kind, except with regard to payment of the expenses of the custodian as authorized by the provision of this Plan and the Custodial Agreement, and except as required by lawInternal Revenue Service.

Contributions. The Employee may direct Matching Contributions under Section 4.4 shall be made monthly on any date or dates selected by the Employer to contribute cash Company; provided, however, that the total annual contribution for each Plan Year shall be paid on or before the date on which the Company's or appropriate Employer's federal income tax return is due, including any extensions of time obtained for the filing of the return. The 401(k) Contributions shall be made as of the end of each Participant's payroll period provided, however, that in no event shall any 401(k) contribution for a Plan Year be paid on or after the fifteenth (15th) business day of the month immediately following the month in which the 401(k) Contributions would otherwise have been payable to the Employee's account established and maintained pursuant Participant in cash. Notwithstanding anything herein to the Custodial Agreement (contrary, the "Custodial Account"sum of the 401(k) in accordance with the Salary Reduction Agreement entered into between the Employee Contributions and the Employer. Such contributions may be made to the extent they do Matching Contributions for any Plan year shall not exceed $9,500 or any greater an amount permitted by Section 402(gequal to fifteen percent (15 %) of Compensation otherwise paid or accrued to all Participants for the CodePlan Year under consideration. The Employer may also make non-elective cash contributions to the Custodial Account on behalf of the Employee. Contributions in accordance with a Salary Reduction Agreement and non-elective Employer contributions may be made to the extent that they do not constitute "excess contributions" as that term Plan is defined in Section 4973(c) of the Code (an "Excess Contribution"). In addition, the Employee or Employer may, in accordance with the Code, transfer or cause to be transferred interpreted and applied in cash a manner that satisfies the Employee's balance in any other 403(b) plan, and the Employee may make a rollover contribution of any qualifying distribution from a 403(b) plan. The Sponsor, the Fund(s) and the Custodian shall not be responsible for determining the amount that may be contributed to the Custodial Account on behalf of the Employee, nor shall any of them be responsible to recommend or compel an Employer to make contributions to the Custodial Account. If during any taxable year the Employer contributed an amount that is an Excess Contribution, such Excess Contribution and any income attributable thereto shall, upon the written request of the Employee, be paid to the Employee by the Custodian or, at the Employee's election, be applied toward a contribution for the current or subsequent taxable year. If the amount of contributions made to the Custodial Account for any taxable year pursuant to a Salary Reduction Agreement exceeds the applicable dollar limitation requirements of Section 402(g401(m) of the Code, including Section 401(m)(2) thereof, and is designated by the Employeeregulations promulgated thereunder, as amended from time to time, and all provisions of the Plan shall be construed and applied in writingaccordance with such requirements. In the event the Plan shall fail in the Committee's reasonable judgment to meet the nondiscrimination tests for Matching Contributions or other contributions of Section 401(m) of the Code for any Plan Year, no later than March 1 the Committee may, before the close of the following yearPlan Year, then cause the amount of the excess aggregate contributions by Highly Compensated Employees (including the income allocable thereto) for such Plan Year to be distributed or, if forfeitable, forfeited, to such Highly Compensated Employees in excess accordance with the requirements of Section 401(m) and the regulations thereunder. The amount of such limitation plus allocable earnings through the date of distribution excess aggregate contributions shall be distributed by determined in accordance with the Custodian no later than April 15 requirements of Section 401(m)(6) of the Code and the regulations promulgated thereunder. For purposes of this Section 4.5, in order to meet the nondiscrimination tests for Matching Contributions, one of the following yeartests must be satisfied: (i) The average contribution percentage on behalf of the eligible Highly Compensated Employees for the current Plan Year may not exceed one hundred twenty-five percent (125 %) of the average contribution percentage on behalf of the eligible Non-Highly Compensated Employees for the prior Plan Year. (ii) The average contribution percentage on behalf of the eligible Highly Compensated Employees for the current Plan Year may not exceed the average contribution percentage on behalf of the eligible Non-Highly Compensated Employees, plus two percent (2%), up to a maximum of two hundred percent (200%) of such average contribution percentage on behalf of the eligible Non-Highly Compensated Employees for the prior Plan Year. Average contribution percentage for purposes of the above tests is the average of the ratios (calculated separately for each Employee who is an "eligible employee" within the meaning of Code Section 401(m)(5)) of (i) the Matching Contributions paid under the Plan on behalf of each such Employee for the respective Plan Year and (ii) such Employee's compensation for the respective Plan Year, computed in accordance with Code Section 401(m) and regulations promulgated thereunder. Optional Use of Matching Contributions to Comply With 401(k) Nondiscrimination Test. The interest Company may, if it so elects, include Matching Contributions, if any, as employer contributions for purposes of compliance with the Employee nondiscrimination test specified in Section 4.2(f) of this Plan, provided that it does so in accordance with the requirements of Code Section 401(k)(3)(D) and regulations promulgated thereunder, including but not limited to Treas. Reg. Sections 1.401(k)-l(g)(13) and 1.401(k)-l(b)(5). In the event the Company makes such an election, to the extent so used, such Matching Contributions shall not additionally be taken into account under the nondiscrimination test of Code Section 401(m) for such year, in accordance with Code Section 401(m)(3). As required to prevent the occurrence of a "multiple use of limitations" prohibited by Code Section 401(m)(9), the Company shall calculate the actual deferral percentage of those Highly Compensated Employees eligible to make both 401(k) and 401(m) contributions in the Custodial Account shall be non- forfeitable at all times, may not be assignedmanner described in, and shall not in accordance with the requirements of, Treasury Regulations Sections 1.401(k)-l(f)(2), 1.401(m)-2(c)(1) and 1.401(m)-2(c)(3), as the same may be subject amended from time to alienation, assignment, trustee process, garnishment, attachment, execution or levy of any kind, except with regard to payment of the expenses of the custodian as authorized by the provision of this Plan and the Custodial Agreement, and except as required by lawtime.