Common use of Involvement in Certain Legal Proceedings Clause in Contracts

Involvement in Certain Legal Proceedings. To the best of our knowledge, none of the persons that will be serving as our directors or executive officers following the Distribution has, during the past ten years: ● been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); ● had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time; ● been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; ● been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; ● been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or ● been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. Except as set forth in our discussion below in “Certain Relationships and Related Transactions,” none of our directors or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC. EXECUTIVE AND DIRECTOR COMPENSATION We are currently part of SilverSun and not an independent company and our compensation committee has not yet been formed. The historical compensation shown below was determined by XxxxxxXxx. Prior to the Distribution, we will continue to be a part of SilverSun , and therefore, compensation of our executive officers and directors will be determined based on the design and objectives of the SilverSun compensation programs. Future compensation levels of our executive officers and directors will be determined based on the compensation policies, programs and procedures to be established by the compensation committee that our board of directors will form in connection with the Distribution. Accordingly, the amounts and forms of compensation reported below are not necessarily indicative of the compensation that our Named Executive Officers (“NEOs”) and directors will receive following the Distribution. Notwithstanding the foregoing, it is intended that our NEOs and directors will be, following the Distribution, compensated on terms which are identical to the terms under which they are presently being compensated by SilverSun. All references in the following tables to equity awards are to equity awards granted by XxxxxxXxx in respect of SilverSun common stock. The following section provides compensation information for those persons that are expected to serve as our executive officers following the Distribution. The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers by XxxxxxXxx during the years ended December 31, 2022 and 2021. Xxxx Xxxxxx 2022 $ 1,026,650 $ - $ - $ - $ - $ - $ - $ 1,026,650 President, Chief Executive Officer, and Director 2021 $ 936,238 $ - $ - $ - $ - $ - $ - $ 936,238 Xxxxxx Xxxxxxxx, 2022 $ 228,516 $ 45,150 $ - $ - $ - $ - $ - $ 273,666 Chief Financial Officer (1) 2021 $ 237,085 $ 37,347 $ - $ 89,062 $ - $ - $ - $ 363,494

Involvement in Certain Legal Proceedings. To the best of our knowledgeIf you are a director, none an executive officer or a person nominated to become a director of the persons that will be serving as our directors or executive officers following Company, please answer the Distribution has, during following: (a) During the past ten years: ● , has a petition under the Federal bankruptcy laws, any state insolvency law or foreign bankruptcy proceeding been filed by or against you, or any partnership in which you were a general partner at or within two years before the time of such filing or appointment, or any corporation or business association of which you were an executive officer at or within two years before the time of such filing, or has a receiver, fiscal agent or similar officer been appointed for your business or property or any such partnership, corporation or business association? Yes No If yes, we will contact you for further information. (b) During the past ten years, were you convicted in a criminal proceeding federal, state or been subject to a pending foreign criminal proceeding (including convictions entered on a plea of nolo contendere, but excluding traffic violations and other minor offenses); ● had any bankruptcy petition filed by ) or against are you now a named subject of a pending criminal proceeding? Yes No If yes, we will contact you for further information. (c) During the business or property past ten years, were you the subject of the personissuance in a federal, state or foreign civil or administrative proceeding of (i) any partnershipfinding, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time; ● been subject to any order, judgment, judgment or decree, decree (not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; ● been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; ● been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), ) relating to an alleged violation of of: (A) any federal or state securities or commodities law commodity laws or regulation, ; (B) any law or regulation respecting financial institutions or institutions, insurance companies or fiduciary duties owed to a partnership, corporation, business trust or similar business entity, including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money monetary penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, ; or (C) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or ● been (ii) an order enjoining or otherwise limiting such person from engaging in any type of business practice? Yes No If yes, we will contact you for further information. (d) During the past ten years, were you the subject of, or of the imposition of a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any by (i) a self-regulatory organization (as defined in Section 3(a)(26) of the Securities Exchange Act), any registered entity Act of 1934; (as defined in ii) a contract market designated pursuant to Section 1(a)(29) 5 of the Commodity Exchange Act; (iii) a futures association registration under Section 17 of the Commodity Exchange Act; or (iv) any substantially equivalent foreign authority or organization? Yes No If yes, we will contact you for further information. For purposes of computing the ten-year period referred to in Questions 6 (a) through (d), the disclosure period applicable to a final conviction, order, judgment, decree or any equivalent exchangesanction shall begin with its date of entry. The disclosure period applicable to a preliminary order shall commence when the rights of appeal from such order have lapsed. Any conviction, associationorder, entity judgment, decree or organization sanction that has disciplinary authority over its members or persons associated with a member. Except as set forth in our discussion below in “Certain Relationships and Related Transactions,” none of our directors or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required is appealed shall continue to be disclosed until ultimately reversed, suspended, vacated, annulled or otherwise rendered of no effect, at which time disclosure shall no longer be required. With respect to bankruptcy and insolvency proceedings, the computation date shall be the date of filing for uncontested petitions or the date upon which approval of a contested petition became final. In the case of receiverships and conservatorships, the computation date shall be the date the receiver or conservator was appointed. In your description, please include any mitigating circumstances associated with events reported pursuant to the rules and regulations of the SEC. EXECUTIVE AND DIRECTOR COMPENSATION We are currently part of SilverSun and not an independent company and our compensation committee has not yet been formed. The historical compensation shown below was determined by XxxxxxXxx. Prior to the Distribution, we will continue to be a part of SilverSun , and therefore, compensation of our executive officers and directors will be determined based on the design and objectives of the SilverSun compensation programs. Future compensation levels of our executive officers and directors will be determined based on the compensation policies, programs and procedures to be established by the compensation committee that our board of directors will form in connection with the Distribution. Accordingly, the amounts and forms of compensation reported below are not necessarily indicative of the compensation that our Named Executive Officers Questions 6 (“NEOs”a) and directors will receive following the Distribution. Notwithstanding the foregoing, it is intended that our NEOs and directors will be, following the Distribution, compensated on terms which are identical to the terms under which they are presently being compensated by SilverSun. All references in the following tables to equity awards are to equity awards granted by XxxxxxXxx in respect of SilverSun common stock. The following section provides compensation information for those persons that are expected to serve as our executive officers following the Distribution. The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers by XxxxxxXxx during the years ended December 31, 2022 and 2021. Xxxx Xxxxxx 2022 $ 1,026,650 $ - $ - $ - $ - $ - $ - $ 1,026,650 President, Chief Executive Officer, and Director 2021 $ 936,238 $ - $ - $ - $ - $ - $ - $ 936,238 Xxxxxx Xxxxxxxx, 2022 $ 228,516 $ 45,150 $ - $ - $ - $ - $ - $ 273,666 Chief Financial Officer through (1) 2021 $ 237,085 $ 37,347 $ - $ 89,062 $ - $ - $ - $ 363,494d).

Involvement in Certain Legal Proceedings. To the best of our knowledge, none of the persons that will be serving as our directors or executive officers following the Distribution has, during the past ten years: ● been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); ● had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time; ● been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; ● been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; ● been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or ● been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. Except as set forth in our discussion below in “Certain Relationships and Related Transactions,” none of our directors or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC. EXECUTIVE AND DIRECTOR COMPENSATION We are currently part of SilverSun and not an independent company and our compensation committee has not yet been formed. The historical compensation shown below was determined by XxxxxxXxx. Prior to the Distribution, we will continue to be a part of SilverSun , and therefore, compensation of our executive officers and directors will be determined based on the design and objectives of the SilverSun compensation programs. Future compensation levels of our executive officers and directors will be determined based on the compensation policies, programs and procedures to be established by the compensation committee that our board of directors will form in connection with the Distribution. Accordingly, the amounts and forms of compensation reported below are not necessarily indicative of the compensation that our Named Executive Officers (“NEOs”) and directors will receive following the Distribution. Notwithstanding the foregoing, it is intended that our NEOs and directors will be, following the Distribution, compensated on terms which are identical to the terms under which they are presently being compensated by SilverSun. All references in the following tables to equity awards are to equity awards granted by XxxxxxXxx in respect of SilverSun common stock. The following section provides compensation information for those persons that are expected to serve as our executive officers following the Distribution. The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers by XxxxxxXxx during the years ended December 31, 2022 2021 and 20212020. Xxxx Xxxxxx 2022 $ 1,026,650 $ - $ - $ - $ - $ - $ - $ 1,026,650 President, Chief Executive Officer, and Director 2021 $ 936,238 $ - $ - $ - $ - $ - $ - $ 936,238 Xxxxxx XxxxxxxxPresident, 2022 Chief Executive Officer, and Director 2020 $ 228,516 $ 45,150 885,758 $ - $ - $ - $ - $ - $ 273,666 Chief Financial Officer (1) - $ 885,758 Xxxxxx Xxxxxxxx, 2021 $ 237,085 $ 37,347 $ - $ 89,062 $ - $ - $ - $ 363,494363,494 Chief Financial Officer 2020 $ - $ - $ - $ - $ - $ - $ - $ -

Involvement in Certain Legal Proceedings. To the best of our knowledge, none Have any of the persons that will be serving as our directors or executive officers following the Distribution has, events occurred during the past ten last five years: ● been convicted in a criminal proceeding or been : (a) Were you the subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); ● had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time; ● been subject to any order, judgment, judgment or decree, decree of any court (not subsequently reversed, suspended or vacatedvacated by any court) permanently or temporarily enjoining you (i) from acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission (“CFTC”), or an associated person of any court of competent jurisdiction the foregoing; or as an investment advisor, underwriter, broker or dealer in securities; or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company; or from engaging in or continuing any conduct or practice in connection with such activity; or (ii) from engaging in any type of business practice; or (iii) from engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state authoritysecurities laws or federal commodities laws? YES _______________ NO _______________ (b) Were you the subject of any order, permanently judgment or temporarily enjoining, decree of any federal or state authority barring, suspending or otherwise limiting, his involvement limiting for more than 60 days your right to engage in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activitiesactivity described in subparagraph (a) above, or to be associated with persons engaged in any such activity; ● been ? YES _______________ NO _______________ (c) Has any court, the SEC, CFTC, NYSE, American Stock Exchange, FINRA or any commodity exchange or NASDAQ imposed a sanction against you or found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission you to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; ● been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or ● been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization laws? YES _______________ NO _______________ (as defined in Section 3(a)(26d) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. Except as set forth in our discussion below in “Certain Relationships and Related Transactions,” none of our directors or executive officers has been involved in any transactions with us Do you or any of our directors, executive officers, affiliates your associates have any claims against the Company or any of its subsidiaries; or are you or any of your associates which are required to be disclosed pursuant a party adverse to the rules and regulations Company or any of the SEC. EXECUTIVE AND DIRECTOR COMPENSATION We are currently part its subsidiaries in any legal proceeding; or do you or any of SilverSun and not an independent company and our compensation committee has not yet been formed. The historical compensation shown below was determined by XxxxxxXxx. Prior your associates have a material interest adverse to the Distribution, we will continue to be a part Company or any of SilverSun , and therefore, compensation of our executive officers and directors will be determined based on the design and objectives of the SilverSun compensation programs. Future compensation levels of our executive officers and directors will be determined based on the compensation policies, programs and procedures to be established by the compensation committee that our board of directors will form its subsidiaries in connection with the Distribution. Accordingly, the amounts and forms of compensation reported below are not necessarily indicative of the compensation that our Named Executive Officers (“NEOs”) and directors will receive following the Distribution. Notwithstanding the foregoing, it is intended that our NEOs and directors will be, following the Distribution, compensated on terms which are identical to the terms under which they are presently being compensated by SilverSun. All references in the following tables to equity awards are to equity awards granted by XxxxxxXxx in respect of SilverSun common stock. The following section provides compensation information for those persons that are expected to serve as our executive officers following the Distribution. The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers by XxxxxxXxx during the years ended December 31, 2022 and 2021. Xxxx Xxxxxx 2022 $ 1,026,650 $ - $ - $ - $ - $ - $ - $ 1,026,650 President, Chief Executive Officer, and Director 2021 $ 936,238 $ - $ - $ - $ - $ - $ - $ 936,238 Xxxxxx Xxxxxxxx, 2022 $ 228,516 $ 45,150 $ - $ - $ - $ - $ - $ 273,666 Chief Financial Officer (1) 2021 $ 237,085 $ 37,347 $ - $ 89,062 $ - $ - $ - $ 363,494any legal proceeding? YES _______________ NO _______________

Involvement in Certain Legal Proceedings. To the best of our knowledge, none Have any of the persons that will be serving as our directors or executive officers following the Distribution has, events occurred during the past ten last five years: ● been convicted in a criminal proceeding or been : (a) Were you the subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); ● had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time; ● been subject to any order, judgment, judgment or decree, decree of any court (not subsequently reversed, suspended or vacatedvacated by any court) permanently or temporarily enjoining you (i) from acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission ("CFTC"), or an associated person of any court of competent jurisdiction the foregoing; or as an investment advisor, underwriter, broker or dealer in securities; or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company; or from engaging in or continuing any conduct or practice in connection with such activity; or (ii) from engaging in any type of business practice; or (iii) from engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state authoritysecurities laws or federal commodities laws? YES _______________ NO _______________ (b) Were you the subject of any order, permanently judgment or temporarily enjoining, decree of any federal or state authority barring, suspending or otherwise limiting, his involvement limiting for more than 60 days your right to engage in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activitiesactivity described in subparagraph (a) above, or to be associated with persons engaged in any such activity; ● been ? YES _______________ NO _______________ (c) Has any court, the SEC, CFTC, NYSE, American Stock Exchange, FINRA or any commodity exchange or NASDAQ imposed a sanction against you or found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission you to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; ● been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or ● been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization laws? YES _______________ NO _______________ (as defined in Section 3(a)(26d) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. Except as set forth in our discussion below in “Certain Relationships and Related Transactions,” none of our directors or executive officers has been involved in any transactions with us Do you or any of our directors, executive officers, affiliates your associates have any claims against the Company or any of its subsidiaries; or are you or any of your associates which are required to be disclosed pursuant a party adverse to the rules and regulations Company or any of the SEC. EXECUTIVE AND DIRECTOR COMPENSATION We are currently part its subsidiaries in any legal proceeding; or do you or any of SilverSun and not an independent company and our compensation committee has not yet been formed. The historical compensation shown below was determined by XxxxxxXxx. Prior your associates have a material interest adverse to the Distribution, we will continue to be a part Company or any of SilverSun , and therefore, compensation of our executive officers and directors will be determined based on the design and objectives of the SilverSun compensation programs. Future compensation levels of our executive officers and directors will be determined based on the compensation policies, programs and procedures to be established by the compensation committee that our board of directors will form its subsidiaries in connection with the Distribution. Accordingly, the amounts and forms of compensation reported below are not necessarily indicative of the compensation that our Named Executive Officers (“NEOs”) and directors will receive following the Distribution. Notwithstanding the foregoing, it is intended that our NEOs and directors will be, following the Distribution, compensated on terms which are identical to the terms under which they are presently being compensated by SilverSun. All references in the following tables to equity awards are to equity awards granted by XxxxxxXxx in respect of SilverSun common stock. The following section provides compensation information for those persons that are expected to serve as our executive officers following the Distribution. The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers by XxxxxxXxx during the years ended December 31, 2022 and 2021. Xxxx Xxxxxx 2022 $ 1,026,650 $ - $ - $ - $ - $ - $ - $ 1,026,650 President, Chief Executive Officer, and Director 2021 $ 936,238 $ - $ - $ - $ - $ - $ - $ 936,238 Xxxxxx Xxxxxxxx, 2022 $ 228,516 $ 45,150 $ - $ - $ - $ - $ - $ 273,666 Chief Financial Officer (1) 2021 $ 237,085 $ 37,347 $ - $ 89,062 $ - $ - $ - $ 363,494any legal proceeding? YES _______________ NO _______________