Common use of Tax Matters Clause in Contracts

Tax Matters. (a) Parent has timely filed all income Tax Returns and other material Tax Returns that they were required to file under applicable Law. All such Tax Returns are correct and complete in all material respects and have been prepared in compliance with all applicable Law. No written claim has ever been made by any Governmental Body in any jurisdiction where Parent does not file a particular Tax Return or pay a particular Tax that Parent is subject to taxation by that jurisdiction. (b) All material amounts of income and other Taxes due and owing by Parent on or before the date hereof (whether or not shown on any Tax Return) have been fully paid. The unpaid Taxes of Parent did not, as of the date of the Parent Balance Sheet, materially exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth on the face of the Parent Balance Sheet. Since the date of the Parent Balance Sheet, Parent has not incurred any material Liability for Taxes outside the Ordinary Course of Business. (c) All material amounts of Taxes that Parent is or was required by Law to withhold or collect on behalf of its employees, independent contractors, stockholders, lenders, customers or other third parties have been duly and timely withheld or collected and have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purpose. (d) There are no Encumbrances for material Taxes (other than Taxes not yet due and payable) upon any of the assets of Parent. (e) No deficiencies for income or other material Taxes with respect to Parent have been claimed, proposed or assessed by any Governmental Body in writing. There are no pending or ongoing audits, assessments or other actions for or relating to any liability in respect of a material amount of Taxes of Parent and Parent has not received written notice threatening any such audit, assessment or other action. Neither Parent nor any of its predecessors has waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension of time with respect to any income or other material Tax assessment or deficiency. (f) Parent has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (g) Parent is not a party to any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, or similar agreement or arrangement, other than customary commercial contracts entered into in the Ordinary Course of Business the principal subject matter of which is not Taxes. (h) Parent will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for Tax purposes made on or prior to the Closing Date; (ii) use of an improper method of accounting for a Tax period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign Law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h) of the Code. (i) Parent has never been (i) a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is Parent) or (ii) a party to any joint venture, partnership, or other arrangement that is treated as a partnership for U.S. federal income Tax purposes. Parent has no Liability for any material Taxes of any Person (other than Parent and Merger Sub) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign Law), or as a transferee or successor.

Tax Matters. (a) Parent Except as set forth in Schedule 2.13 of the CALIPSO Disclosure Schedule: (i) CALIPSO has filed or has had filed on its behalf in a timely filed manner (within any applicable extension periods) with the appropriate Governmental Entity all income and other Tax Returns (as defined herein) with respect to Taxes (as defined herein) of CALIPSO and other material all Tax Returns that they were required to file under applicable Law. All such Tax Returns are correct and complete in all material respects true, complete and correct; (ii) all Taxes with respect to CALIPSO have been prepared paid in compliance full or have been provided for in accordance with all GAAP on CALIPSO's most recent balance sheet which is part of the CALIPSO SEC Documents; (iii) there are no outstanding agreements or waivers extending the statutory period of limitations applicable Law. No written claim has ever been made to any federal, state, local or foreign income or other Tax Returns required to be filed by or with respect to CALIPSO; (iv) to the Knowledge of CALIPSO none of the Tax Returns of or with respect to CALIPSO is currently being audited or examined by any Governmental Body Entity; and (v) no deficiency for any income or other Taxes has been assessed with respect to CALIPSO which has not been abated or paid in full. CALIPSO has furnished or made available to KFI complete and accurate copies of all income and franchise tax returns, and the amendments thereto, filed by CALIPSO for all taxable years ending on or after May 31, 1994. All Taxes due and payable by CALIPSO have been paid. There are no Liens of any kind upon or with respect to any assets or properties of CALIPSO, including without limitation, any Lien for any tax. CALIPSO is not and has never been a member of any affiliated, combined, consolidated, unitary or similar group. CALIPSO has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, independent contractor or other third party. CALIPSO does not expect any taxing authority to assess any additional Taxes against it or in respect of it for any tax period. There is no dispute or claim concerning any Tax liability of CALIPSO and no issues have been raised in any jurisdiction where Parent does not file a particular Tax Return or pay a particular Tax that Parent is subject examination by any taxing authority with respect to taxation by that jurisdictionCALIPSO. (b) All material For purposes of this Agreement, (i) "Taxes" shall mean all taxes, charges, fees, levies or other assessments, including, without limitation, income, gross receipts, sales, use, ad valorem, goods and services, capital, transfer, franchise, profits, license, withholding, payroll, employment, employer health, excise, estimated, severance, stamp, occupation, property or other taxes, customs duties, fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts of income imposed by any taxing authority and other Taxes due and owing by Parent on or before the date hereof (whether or not shown on any ii) "Tax Return) have been fully paid. The unpaid Taxes of Parent did not" shall mean any report, as of the date of the Parent Balance Sheetreturn, materially exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth on the face of the Parent Balance Sheet. Since the date of the Parent Balance Sheet, Parent has not incurred any material Liability for Taxes outside the Ordinary Course of Business. (c) All material amounts of Taxes that Parent is or was required by Law to withhold or collect on behalf of its employees, independent contractors, stockholders, lenders, customers documents declaration or other third parties have been duly and timely withheld information or collected and have been timely paid filing required to the proper Governmental Body be supplied to any taxing authority or other Person or properly set aside in accounts for this purpose. (d) There are no Encumbrances for material Taxes (other than Taxes not yet due and payable) upon any of the assets of Parent. (e) No deficiencies for income or other material Taxes jurisdiction with respect to Parent have been claimed, proposed or assessed by any Governmental Body in writing. There are no pending or ongoing audits, assessments or other actions for or relating to any liability in respect of a material amount of Taxes of Parent and Parent has not received written notice threatening any such audit, assessment or other action. Neither Parent nor any of its predecessors has waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension of time with respect to any income or other material Tax assessment or deficiency. (f) Parent has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (g) Parent is not a party to any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, or similar agreement or arrangement, other than customary commercial contracts entered into in the Ordinary Course of Business the principal subject matter of which is not Taxes. (h) Parent will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for Tax purposes made on or prior to the Closing Date; (ii) use of an improper method of accounting for a Tax period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign Law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h) of the Code. (i) Parent has never been (i) a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is Parent) or (ii) a party to any joint venture, partnership, or other arrangement that is treated as a partnership for U.S. federal income Tax purposes. Parent has no Liability for any material Taxes of any Person (other than Parent and Merger Sub) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign Law), or as a transferee or successor.

Tax Matters. (a) Parent Buyer and each of its Subsidiaries has timely filed all income Tax Returns and other material Tax Returns that they were it was required to file under applicable Lawlaws and regulations, other than Tax Returns that are not yet due or for which a request for extension was filed consistent with requirements of applicable law or regulation. All such Tax Returns are were correct and complete in all material respects and have been prepared in substantial compliance with all applicable Lawlaws and regulations. No written claim has ever been made by any Governmental Body in any jurisdiction where Parent does not file a particular Tax Return or pay a particular Tax that Parent is subject to taxation by that jurisdiction. (b) All material amounts of income and other Taxes due and owing by Parent on Buyer or before the date hereof any of its Subsidiaries (whether or not shown on any Tax Return) have been fully paid. The unpaid paid other than Taxes of Parent did not, as of the date of the Parent Balance Sheet, materially exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth that have been reserved or accrued on the face balance sheet of Buyer and which Buyer is contesting in good faith. Buyer is not the Parent Balance Sheetbeneficiary of any extension of time within which to file any Tax Return, and neither Buyer nor any of its Subsidiaries currently has any open tax years. Since the date of the Parent Balance Sheet, Parent No claim has ever been made by an authority in a jurisdiction where Buyer does not incurred any material Liability for Taxes outside the Ordinary Course of Business. (c) All material amounts of Taxes file Tax Returns that Parent it is or was required may be subject to taxation by Law to withhold or collect on behalf of its employees, independent contractors, stockholders, lenders, customers or other third parties have been duly and timely withheld or collected and have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purpose. (d) that jurisdiction. There are no Encumbrances Liens for material Taxes (other than Taxes not yet due and payable) upon any of the assets of ParentBuyer or any of its Subsidiaries. (eb) No deficiencies for income Buyer has withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, shareholder, or other material Taxes third party. (c) Except as set forth on Buyer Disclosure Schedule 4.17(c), no foreign, federal, state, or local tax audits or administrative or judicial Tax proceedings are being conducted or to the Knowledge of Buyer are pending with respect to Parent have been claimedBuyer. Buyer has not received from any foreign, federal, state, or local taxing authority (including jurisdictions where Buyer has not filed Tax Returns) any (i) notice indicating an intent to open an audit or other review, (ii) request for information related to Tax matters, or (iii) notice of deficiency or proposed adjustment for any amount of Tax proposed, asserted, or assessed by any Governmental Body in writing. There are no pending or ongoing audits, assessments or other actions for or relating to any liability in respect of a material amount of Taxes of Parent and Parent taxing authority against Buyer. (d) Buyer has not received written notice threatening any such audit, assessment or other action. Neither Parent nor any of its predecessors has waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension of time with respect to any income or other material a Tax assessment or deficiency. (fe) Parent has not been a United States real property holding corporation within the meaning The unpaid Taxes of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (g) Parent is not a party to any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, or similar agreement or arrangement, other than customary commercial contracts entered into in the Ordinary Course of Business the principal subject matter of which is not Taxes. (h) Parent will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any: Buyer (i) change in method did not, as of accounting for Tax purposes made the end of the most recent period covered by the Buyer Reports filed on or prior to the Closing Date; date hereof, exceed the reserve for Tax liability (iiwhich reserve is distinct and different from any reserve for deferred Taxes established to reflect timing differences between book and Tax income) use set forth on the face of an improper method of accounting for a Tax period ending the financial statements included in the Buyer Reports filed on or prior to the date hereof (rather than in any notes thereto), and (ii) do not exceed that reserve as adjusted for the passage of time through the Closing Date; (iii) “closing agreement” as described Date in Section 7121 accordance with the past custom and practice of Buyer in filing its Tax Returns. Since the end of the Code (or any similar provision of state, local or foreign Law) executed on or most recent period covered by the Buyer Reports filed prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of statedate hereof, local or foreign Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent Buyer has not made incurred any election under Section 965(h) liability for Taxes arising from extraordinary gains or losses, as that term is used in GAAP, outside the ordinary course of the Code. (i) Parent has never been (i) a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is Parent) or (ii) a party to any joint venture, partnership, or other arrangement that is treated as a partnership for U.S. federal income Tax purposes. Parent has no Liability for any material Taxes of any Person (other than Parent business consistent with past custom and Merger Sub) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign Law), or as a transferee or successorpractice.

Tax Matters. Except as set forth on Schedule 3.21: (a) Parent Seller has duly and timely filed all income Tax Returns and other material Tax Returns that they were required to file under applicable Law. All be filed with respect to the Transferred Assets, and such Tax Returns are correct complete and complete accurate and correctly reflect the Tax liability required to be reported thereon. Such Tax Returns do not contain (and were not required to contain in all material respects and have been prepared in compliance with all applicable Law. No written claim has ever been made by order to avoid the imposition of a penalty) a disclosure statement under Section 6662 of the Code (or any Governmental Body in any jurisdiction where Parent does not file a particular Tax Return predecessor provision or pay a particular Tax that Parent is subject to taxation by that jurisdictioncomparable provision of state, local or foreign law). (b) All material amounts Seller and the shareholders of income and other Seller have timely paid all Taxes that have become due and owing by Parent on or before payable with respect to the Transferred Assets prior to the Closing Date, and have adequately provided in the Financial Statements for all Taxes accrued through the date hereof (whether or of such Financial Statements that were not shown on any Tax Return) have been fully paid. The unpaid Taxes of Parent did not, yet due and payable as of the date thereof; all Taxes of Seller accrued with respect to the Transferred Assets following the end of the Parent Balance Sheet, materially exceed most recent period covered by the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth on Financial Statements have been accrued in the face ordinary course of the Parent Balance Sheetbusiness of Seller. Since the date of the Parent Balance Sheet, Parent Seller has not incurred taken any material Liability for action not in accordance with past practice that would have the effect of deferring a measure of Tax with respect to the Transferred Assets (including but not limited to income, sales, gross receipts or payroll) from a period (or portion thereof) ending on or prior to the Closing to a period (or portion thereof) beginning after the Closing; and no election has been made with respect to Taxes outside the Ordinary Course of BusinessSeller in any Tax Return that has not been provided to Buyer. (c) All material amounts No claim for assessment or collection of Taxes that Parent is or was required by Law to withhold or collect on behalf of its employees, independent contractors, stockholders, lenders, customers or other third parties have been duly and timely withheld or collected and have been timely paid with respect to the proper Governmental Body Transferred Assets has been or is presently being asserted against Seller or its shareholders; no rationale underlying a claim for Taxes with respect to the Transferred Assets has been asserted previously by any taxing authority that reasonably could be expected to be asserted in any other Person period; and Seller is not a party to any action, proceeding, audit or properly set aside in accounts for this purposeinvestigation by any taxing authority nor does Seller have knowledge of any such threatened action, proceeding, audit or investigation. (d) There are no Encumbrances Taxes of Seller or the shareholders of Seller or deficiencies in Taxes or claims for material Taxes against Seller or the shareholders of Seller for any taxable period that could become a liability of, or which could be assessed or collected against Buyer as a result of or after the transfer of assets contemplated by this Agreement. (e) The Transferred Assets are subject to no Liens for Taxes other than Liens for current Taxes not yet due and payable) upon any of payable on the assets of Parent. (e) No deficiencies for income Transferred Assets or other material Taxes with respect to Parent have been claimed, proposed or assessed by any Governmental Body which are being contested in writing. There are no pending or ongoing audits, assessments or other actions for or relating to any liability in respect of a material amount of Taxes of Parent and Parent has not received written notice threatening any such audit, assessment or other action. Neither Parent nor any of its predecessors has waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension of time with respect to any income or other material Tax assessment or deficiencygood faith. (f) Parent has not All amounts that are required to be collected or withheld by Seller, or with respect to Taxes of Seller or the shareholders of Seller, have been a United States real duly collected or withheld and all such amounts that are required to be remitted to any taxing authority have been duly remitted. (g) None of the Transferred Assets is property holding corporation that is required to be treated as owned by any other Person pursuant to the "safe harbor lease" provisions of former Section 168(f)(8) of the Code and in effect immediately prior to the enactment of the Tax Reform Act of 1986 and none of the Transferred Assets is "tax exempt use property" within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii168(h) of the Code. (gh) Parent Seller is not a party to or bound by any obligation under any Tax allocation agreementsharing, Tax sharing agreementallocation, Tax indemnity agreement, or similar agreement or arrangement, other than customary commercial contracts entered into in the Ordinary Course of Business the principal subject matter of which is not Taxes. (h) Parent will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for Tax purposes made on or prior to At all times during Seller's existence through the Closing Date; (ii) use of , Seller has been and will be an improper method of accounting for a Tax period ending on or prior to the Closing Date; (iii) “closing agreement” "S corporation," as described such term is defined in Section 7121 1361(a)(1) of the Code (or any similar provision and comparable provisions of state, local or foreign Law) executed on law), and neither Seller nor any of its shareholders has taken any action that would cause, or would result in, the termination of such S corporation status. None of the income or gain of Seller recognized prior to or in connection with the Closing Date; (iv) intercompany transaction has been or excess loss account described in Treasury Regulations under will be subject to Section 1502 of the Code (1374 or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h) 1375 of the Code. (i) Parent has never been (i) a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is Parent) or (ii) a party to any joint venture, partnership, or other arrangement that is treated as a partnership for U.S. federal income Tax purposes. Parent has no Liability for any material Taxes of any Person (other than Parent and Merger Sub) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign Law), or as a transferee or successor.

Tax Matters. (a) Parent has All Tax Returns required to be filed by or on behalf of any of the Buyer Entities have been timely filed or requests for extensions have been timely filed, granted, and have not expired for periods ended on or before December 31, 1996, except to the extent that all such failures to file, taken together, are not reasonably likely to have a Buyer Material Adverse Effect, and all Tax Returns filed are complete and accurate in all material respects. All Taxes shown on filed Tax Returns have been paid. As of the date of this Agreement, there is no audit examination, deficiency, or refund Litigation with respect to any Taxes that is reasonably likely to result in a determination that would have, individually or in the aggregate, a Buyer Material Adverse Effect, except as reserved against in the Buyer Financial Statements delivered prior to the date of this Agreement or as disclosed in Section 6.8 of the Buyer Disclosure Memorandum. Buyer's federal income Tax Returns have not been audited for over ten years. All Taxes and other material Tax Returns that they were required Liabilities due with respect to file under applicable Law. All such Tax Returns are correct completed and complete in all material respects and settled examinations or concluded Litigation have been prepared in compliance with all applicable Law. No written claim has ever been made by any Governmental Body in any jurisdiction where Parent does not file a particular Tax Return or pay a particular Tax that Parent is subject to taxation by that jurisdictionpaid. (b) All material amounts None of income and other Taxes due and owing by Parent the Buyer Entities has executed an extension or waiver of any statute of limitations on the assessment or before the date hereof (whether or not shown on collection of any Tax Return) have been fully paid. The unpaid Taxes of Parent did not, as of the date of the Parent Balance Sheet, materially exceed the reserve for Tax liability due (excluding any reserve for deferred Taxes established such statutes that relate to reflect timing differences between book and Tax itemsyears currently under examination by the Internal Revenue Service or other applicable taxing authorities) set forth on the face of the Parent Balance Sheet. Since the date of the Parent Balance Sheet, Parent has not incurred any material Liability for Taxes outside the Ordinary Course of Businessthat is currently in effect. (c) All material amounts The provision for any Taxes due or to become due for any of Taxes the Buyer Entities for the period or periods through and including the date of the respective Buyer Financial Statements that Parent has been made and is or was required by Law reflected on such Buyer Financial Statements is sufficient to withhold or collect on behalf of its employees, independent contractors, stockholders, lenders, customers or other third parties have been duly and timely withheld or collected and have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purposecover all such Taxes. (d) There are no Encumbrances for material Deferred Taxes (other than Taxes not yet due and payable) upon any of the assets of ParentBuyer Entities have been provided for in accordance with GAAP. (e) No deficiencies for income or other material Taxes with respect to Parent have been claimed, proposed or assessed by any Governmental Body in writing. There are no pending or ongoing audits, assessments or other actions for or relating to any liability in respect of a material amount of Taxes of Parent and Parent has not received written notice threatening any such audit, assessment or other action. Neither Parent nor any of its predecessors has waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension of time with respect to any income or other material Tax assessment or deficiency. (f) Parent has not been a United States real property holding corporation within the meaning of Section 897(c)(2) None of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (g) Parent Buyer Entities is not a party to any Tax allocation agreement, or sharing agreement and none of the Buyer Entities has been a member of an affiliated group filing a consolidated federal income Tax sharing agreement, Tax indemnity agreement, or similar agreement or arrangement, Return (other than customary commercial contracts entered into in a group the Ordinary Course of Business the principal subject matter common parent of which is not Taxes. was Buyer) or has any Liability for Taxes of any Person (hother than Buyer and its Subsidiaries) Parent will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for Tax purposes made on or prior to the Closing Date; (ii) use of an improper method of accounting for a Tax period ending on or prior to the Closing Date; (iii) “closing agreement” as described in under Treasury Regulation Section 7121 of the Code 1.1502-6 (or any similar provision of state, local or foreign Law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h) of the Code. (i) Parent has never been (i) a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is Parent) or (ii) a party to any joint venture, partnership, or other arrangement that is treated as a partnership for U.S. federal income Tax purposes. Parent has no Liability for any material Taxes of any Person (other than Parent and Merger Sub) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign Law), or as a transferee or successorsuccessor or by Contract or otherwise.

Tax Matters. (a) Parent Each of the Contributed Entities has timely filed (or joined in the filing of) when due all income Tax Returns required by applicable Law to be filed by or with respect to it, and other material Tax Returns that they were required to file under applicable Law. All all such Tax Returns are were true correct and complete in all material respects and have been prepared in compliance with all applicable Law. No written claim has ever been made by any Governmental Body in any jurisdiction where Parent does not file a particular Tax Return or pay a particular Tax that Parent is subject to taxation by that jurisdictionas of the time of such filing. (b) All material amounts Except for Taxes being contested in good faith by appropriate proceedings, none of income and other which contested Taxes are material, all Taxes that are due and owing payable by Parent on or before any of the date hereof Contributed Entities (regardless of whether or not shown on any Tax Return) have been fully paid or will be timely paid. The unpaid Taxes of Parent did not, as of the date of the Parent Balance Sheet, materially exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth on the face of the Parent Balance Sheet. Since the date of the Parent Balance Sheet, Parent has not incurred any material Liability for Taxes outside the Ordinary Course of Business. (c) All material amounts of Taxes that Parent is or was required by Law to withhold or collect on behalf of its employees, independent contractors, stockholders, lenders, customers or other third parties have been duly and timely withheld or collected and have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purpose. (d) There are no Encumbrances for material Taxes (other than Taxes not yet due and payable) upon any of the assets of Parent. (e) No deficiencies for income or other material Taxes with respect to Parent have any Contributed Entity has been claimed, proposed or assessed by any Governmental Body in writing. Tax authority. (d) There are is no action, suit, proceeding, investigation, audit or claim now pending against, or ongoing auditswith respect to, assessments or other actions for or relating to any liability in respect of a material amount of Taxes of Parent and Parent has not received written notice threatening any such audit, assessment or other action. Neither Parent nor any of its predecessors has waived any statute of limitations the Contributed Entities in respect of any income Tax or other material Taxes Tax assessment, nor has any claim for additional Tax or agreed Tax assessment been asserted in writing by any Tax authority. (e) No written claim has been made by any Tax authority in a jurisdiction where any of the Contributed Entities does not currently file a Tax Return that it is or may be subject to any extension of time with respect to any income or other material Tax assessment or deficiencyin such jurisdiction. (f) Parent has not been a United States real property holding corporation There is no outstanding request for any extension of time within the meaning which to pay any Taxes or file any Tax returns with respect to any Taxes of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Codeor with respect to any Contributed Entity. (g) Parent There is not a party no outstanding waiver or extension of any applicable statute of limitations for the assessment or collection of any Taxes with respect to any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, or similar agreement or arrangement, other than customary commercial contracts entered into in of the Ordinary Course of Business the principal subject matter of which is not TaxesContributed Entities. (h) Parent will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for Tax purposes made on or prior to the Closing Date; (ii) use of an improper method of accounting for a Tax period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121 None of the Code (or any similar provision of state, local or foreign Law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h) of the Code. (i) Parent has never been (i) a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which Contributed Entities is Parent) or (ii) a party to any joint ventureagreement, partnershipwhether written or unwritten, providing for the payment of Taxes, Tax losses, entitlements to Tax refunds or other arrangement that is treated as a partnership similar Tax matters. (i) No Contributed Entity has any liability for U.S. federal income Tax purposes. Parent has no Liability for any material the Taxes of any Person (other than Parent and Merger Subi) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, local or foreign Lawlaw), or (ii) as a transferee or successor, (iii) by contract or (iv) otherwise. (j) Each of the Contributed Entities has withheld and paid all Taxes required to be withheld in connection with any amounts paid or owing to any creditor, independent contractor or other third party. (k) There are no Tax liens on any of the assets of the Contributed Entities, except for liens for Taxes not yet due or for Taxes being contested in good faith by appropriate proceedings. (l) The Contributed Entities have not (i) participated in any listed transactions or any other reportable transaction within the meaning of Treasury Regulations Section 1.6011-4, or (ii) engaged in any transaction that gives rise to a registration obligation under Section 6111 of the Code or a list maintenance obligation under Section 6112 of the Code. (m) The Contributed Entities have obtained and retained any and all resale sales tax exemption certificates or other documentation required to establish that all reported exempt sales by such entities are exempt from sales, transfer or similar taxes. (n) Each Contributed Entity, other than Crestwood Storage, Inc., is, and at all times since its formation has been, properly treated as an entity disregarded as separate from its owner or as a partnership for U.S. federal income tax purposes, and each of the Contributed Entities that is classified as a partnership for U.S. federal income Tax purposes has in effect an election under Section 754 of the Code. None of the Contributed Entities has made any filing with any Tax authority, including Form 8832 with the IRS, to be treated as an association taxable as a corporation for income Tax purposes. (o) Crestwood Storage, Inc. is properly treated as an association taxable as a corporation for U.S. federal income tax purposes. Crestwood Storage, Inc. is not, and has never been (i) a “controlled foreign corporation” within the meaning of Section 957 of the Code and the Treasury Regulations promulgated thereunder, or (ii) a “passive foreign investment company” within the meaning of Section 1297 of the Code and the Treasury Regulations promulgated thereunder. (p) No Contributed Entity will be required to include any item of income in, or exclude any items of deduction from, taxable income for any taxable period (or portion thereof) ending on or after each Applicable Closing Date as a result of (i) a change in method of accounting for a taxable period ending prior to such Applicable Closing Date, including by reason of application of Section 481 of the Code (or an analogous provision of state, local or foreign law), (ii) a “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign law), (iii) an installment sale or open transaction disposition made on or prior to such Applicable Closing Date, or (iv) a prepaid amount received on or prior to such Applicable Closing Date.

Tax Matters. All federal, state, county, local and foreign taxes, including without limitation, income, gross receipts, excise, import, ad valorem, property, franchise, license, sales, use, payroll, severance and windfall profits taxes, including any penalty, addition to tax, interest, assessment or other charge imposed thereon (a) Parent has timely filed collectively, “Taxes”), due and payable by Seller with respect to the Painting for any period ending prior to the Closing Date have been paid in ful1, except for those current taxes not yet due. There are no federal, state or local tax Encumbrances upon any of the Painting, and the Painting will be conveyed to the Buyer free and clear of all income such Encumbrances. All Tax Returns and other material Tax Returns that they were required to file under applicable Lawbe filed by or with respect to Seller prior to the Closing Date have been filed and all Taxes due as shown thereon have been paid. All such Tax Returns are true, correct and complete and accurately set forth all items to the extent required to be reflected or incurred in all material respects and such Tax Returns by applicable Legal Requirements. No issues have been prepared in compliance with all applicable Law. No written claim has ever been made raised (or are currently pending) by any Governmental Body Authority the adverse determination of which could result in an Encumbrance upon the Painting. No waivers of statutes of limitations as to any jurisdiction where Parent does not file a particular Tax Return or pay a particular Tax that Parent is subject to taxation by that jurisdiction. (b) All material amounts of income and other Taxes due and owing by Parent on or before the date hereof (whether or not shown on any Tax Return) tax matters have been fully paidgiven or requested with respect to Seller. The unpaid Seller has withheld and paid all Taxes of Parent did notrequired to have been withheld and paid in connection with amounts paid or owing to any employee, as of the date of the Parent Balance Sheet, materially exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth on the face of the Parent Balance Sheet. Since the date of the Parent Balance Sheet, Parent has not incurred any material Liability for Taxes outside the Ordinary Course of Business. (c) All material amounts of Taxes that Parent is or was required by Law to withhold or collect on behalf of its employeescreditor, independent contractors, stockholders, lenders, customers contractor or other third parties have party and no person treated as an independent contractor has been duly and timely withheld or collected and have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purpose. (d) There are no Encumbrances for material Taxes (other than Taxes not yet due and payable) upon any of the assets of Parent. (e) No deficiencies for income or other material Taxes with respect to Parent have been claimed, proposed or assessed reclassified as an employee by any Governmental Body in writinggovernmental authority. There are no pending or ongoing audits, assessments or other actions for or relating to any liability in respect of a material amount of Taxes of Parent and Parent has not received written notice threatening any such audit, assessment or other action. Neither Parent nor any of its predecessors has waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension of time with respect to any income or other material Tax assessment or deficiency. (f) Parent has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (g) Parent Seller is not a party to any Tax allocation agreement, or Tax sharing agreement, . There is no obligation to file Tax indemnity agreement, or similar agreement or arrangement, other than customary commercial contracts entered into Returns in the Ordinary Course of Business the principal subject matter of any jurisdiction in which Seller currently is not Taxes. (h) Parent will filing such Tax Returns. Seller is not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after a “foreign person” within the Closing Date as a result of any: (i) change in method of accounting for Tax purposes made on or prior to the Closing Date; (ii) use of an improper method of accounting for a Tax period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign Law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application meaning of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h1445(f)(3) of the Code. (i) Parent has never been (i) a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is Parent) or (ii) a party to any joint venture, partnership, or other arrangement that is treated as a partnership for U.S. federal income Tax purposes. Parent has no Liability for any material Taxes of any Person (other than Parent and Merger Sub) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign Law), or as a transferee or successor.

Tax Matters. (a) Parent has JAC has: (i) duly and timely filed filed, or caused to be filed, in accordance with applicable law all income Tax Returns and other material Tax Returns that they were which it has been required to file under applicable Law. All such Tax Returns are file, each of which is true, correct and complete in all material respects respects, and (ii) duly and have been prepared timely paid in compliance with full, or caused to be paid in full, all applicable Law. No written claim has ever been made Taxes due and payable by any Governmental Body in any jurisdiction where Parent does not file a particular Tax Return it on or pay a particular Tax that Parent is subject prior to taxation by that jurisdictionthe Closing Date. (b) All material amounts No extension of income and other Taxes due and owing by Parent on or before the date hereof (whether or not shown on time to file any JAC Tax Return) have , which JAC Tax Return has not since been fully paidfiled in accordance with applicable law, has been filed. The unpaid Taxes There is no power of Parent did notattorney in effect with respect or relating to any JAC, as of the date of the Parent Balance Sheet, materially exceed the reserve for JAC Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and or JAC Tax items) set forth on the face of the Parent Balance SheetReturn. Since the date of the Parent Balance SheetJanuary 1, Parent 2016, JAC has not incurred any material Liability for Taxes outside the Ordinary Course been a member of Businessan affiliated group filing a consolidated return. (c) All material amounts of Taxes that Parent is or was required by Law to withhold or collect on behalf of its employees, independent contractors, stockholders, lenders, customers or other third parties have been duly and timely withheld or collected and have been timely paid JAC has complied in all respects with all applicable law relating to the proper Governmental Body deposit, collection, withholding, payment or other Person or properly set aside in accounts for this purposeremittance of any Tax (including, but not limited to, Code Section 3402). (d) There are is no Encumbrances lien for material Taxes any Tax upon any asset or property of JAC (other than Taxes except for any statutory lien for any Tax not yet due and payable) upon any of the assets of Parentdue). (e) No deficiencies for income Proceeding related to Taxes is pending, or other material Taxes to JAC’s knowledge, threatened or proposed with respect regard to Parent have been claimedJAC, proposed JAC Tax or assessed by any Governmental Body in writing. There are no pending or ongoing audits, assessments or other actions for or relating to any liability in respect of a material amount of Taxes of Parent and Parent has not received written notice threatening any such audit, assessment or other action. Neither Parent nor any of its predecessors has waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension of time with respect to any income or other material JAC Tax assessment or deficiencyReturn. (f) Parent No statute of limitations for any ongoing Proceeding relating to any JAC Tax or any JAC Tax Return has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Codemodified, extended or waived. (g) Parent is not a party Any assessment, deficiency, adjustment or other similar item relating to any JAC Tax allocation agreement, or JAC Tax sharing agreement, Tax indemnity agreement, or similar agreement or arrangement, other than customary commercial contracts entered into Return has been reported to all Governmental Entities in the Ordinary Course of Business the principal subject matter of which is not Taxesaccordance with applicable law. (h) Parent will No jurisdiction where no JAC Tax Return has been filed or no JAC Tax has been paid has a currently outstanding claim for the payment of any JAC Tax or the filing of any JAC Tax Return. (i) JAC is not be required to include any material item of income in, or exclude any material item of deduction from, federal taxable income for any Tax period (or portion thereof) ending after the Closing Date Date, as a result of any: (i) a change in method of accounting for Tax purposes made on or prior to the Closing Date; (ii) use of an improper method of accounting for a Tax period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121 of the Code (or accounting, any similar provision of state, local or foreign Law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction, any prepaid amount, refund or credit. (j) JAC is not a beneficiary of or otherwise participated in any reportable transaction disposition made on or prior to within the Closing Date; meaning of Treasury Regulation Section 1.6011-4(b)(1). (vik) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent JAC has not made distributed stock of another Person nor has its stock been distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Code Section 355 or Code Section 361. (l) JAC is not, a “United States real property holding corporation” within the meaning of Code Section 897(c)(2) at any election under time during the applicable period referred to in Code Section 965(h) of the Code. (i) Parent has never been (i) a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is Parent) or (ii) a party to any joint venture, partnership, or other arrangement that is treated as a partnership for U.S. federal income Tax purposes. Parent has no Liability for any material Taxes of any Person (other than Parent and Merger Sub) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign Law897(c)(l)(A)(ii), or as a transferee or successor.

Tax Matters. (a) Parent has timely filed all income All Tax Returns required to be filed by the Seller have been filed and all such returns are true, complete, and correct in all material respects. All Taxes that are due or claimed to be due from the Seller have been paid. (b) There are no Encumbrances for Taxes upon any assets or properties of the Seller. (c) No Audits are presently pending with regard to any Taxes or Tax Returns of the Seller, and the Seller has not received notification that any such Audit is threatened, contemplated, or may be initiated. Part 3.15(c) of the Disclosure Schedule contains a list of Audits that were concluded with respect to any Taxes or Tax Returns of the Seller. (d) No deficiency or adjustment for any Taxes has been proposed, asserted, threatened, or assessed against the Seller. No issue has been raised by any Tax Authority in any Audit of the Seller that, if raised with respect to any other period not so audited, could reasonably be expected to result in a material proposed deficiency or adjustment for any period not so audited. (e) There are no outstanding requests or waivers to extend the statutory period of limitations applicable to the assessment of any Taxes. (f) The Seller has not received written notice of, and no factual basis exists that would support, any claim made by an authority in a jurisdiction where it does not file Tax Returns that they were required to file under applicable Law. All such Tax Returns are correct and complete in all material respects and have been prepared in compliance with all applicable Law. No written claim has ever been made by any Governmental Body in any jurisdiction where Parent does not file a particular Tax Return it is or pay a particular Tax that Parent is may be subject to taxation by that jurisdiction. (bg) All material amounts of income and other Taxes due and owing by Parent on or before the date hereof (whether or not shown on any Tax Return) have been fully paid. The unpaid Taxes of Parent did not, as of the date of the Parent Balance Sheet, materially exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth on the face of the Parent Balance Sheet. Since the date of the Parent Balance Sheet, Parent has not incurred any material Liability for Taxes outside the Ordinary Course of Business. (c) All material amounts of Taxes that Parent is or was required by Law to withhold or collect on behalf of its employees, independent contractors, stockholders, lenders, customers or other third parties have been duly and timely withheld or collected and have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purpose. (d) There are no Encumbrances for material Taxes (other than Taxes not yet due and payable) upon any of the assets of Parent. (e) No deficiencies for income or other material Taxes Except with respect to EnStructure or the Parent have or as set forth in Part 3.15(g) of the Disclosure Schedule, no power of attorney has been claimed, proposed granted by or assessed by any Governmental Body with respect to the Seller that currently continues in writing. There are no pending or ongoing audits, assessments or other actions for or relating to any liability in respect of a material amount of Taxes of Parent and Parent has not received written notice threatening any such audit, assessment or other action. Neither Parent nor any of its predecessors has waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension of time effect with respect to any income or other material Tax assessment or deficiencymatter relating to Taxes. (fh) Except with respect to EnStructure or the Parent or as set forth in Part 3.15(h) of the Disclosure Schedule, the Seller is not a party to, is not bound by and does not have any obligation under any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement. (i) Except as set forth in Part 3.15(i) of the Disclosure Schedule, the Seller has not (i) received a ruling from any Tax Authority or signed an agreement with respect thereto, (ii) signed any closing agreement with respect to any Tax year, or (iii) agreed, or is required to make, any adjustment under Sections 446(a) or 482(a) of the Code. (j) The Seller has delivered or made available to the Purchaser complete and accurate copies of each of (i) all audit reports, letter rulings, technical advice memoranda and similar documents issued to the Seller by a Governmental Entity relating to the United States federal, state, local or foreign Taxes due from or with respect to the Seller and (ii) all closing agreements entered into by the Seller with any Tax Authority in each case existing on the date hereof. (k) The Seller has complied with all applicable laws, rules and regulations relating to the payment and withholding of Taxes and is not liable for any Taxes for failure to comply with such laws, rules and regulations. (l) The Seller has not filed (and was not required to file) with respect to any item a disclosure statement pursuant to Section 6662 of the Code or any comparable disclosure with respect to foreign, state and/or local tax statutes. (m) Except with respect to EnStructure or the Parent or as set forth in Part 3.15(m) of the Disclosure Schedule, since owned by EnStructure, the Seller has not been a United States member of an affiliated group filing a consolidated federal Tax Return (or similar state or local filing group). The Seller does not have any liability for Taxes of any person under Sections 1.1502-6 of the Treasury Regulations promulgated under the Code (or similar provisions of federal, state, local or foreign law) as transferee or successor, by contract or otherwise. (n) The Seller is not and has not been a real property holding corporation within the meaning of paragraph (c)(2) of Section 897(c)(2) 897 of the Code during the applicable period periods specified in Section 897(c)(1)(A)(ii) of the Codesuch section. (g) Parent is not a party to any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, or similar agreement or arrangement, other than customary commercial contracts entered into in the Ordinary Course of Business the principal subject matter of which is not Taxes. (h) Parent will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for Tax purposes made on or prior to the Closing Date; (ii) use of an improper method of accounting for a Tax period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign Law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h) of the Code. (i) Parent has never been (i) a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is Parent) or (ii) a party to any joint venture, partnership, or other arrangement that is treated as a partnership for U.S. federal income Tax purposes. Parent has no Liability for any material Taxes of any Person (other than Parent and Merger Sub) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign Law), or as a transferee or successor.

Tax Matters. (ai) Parent has timely Sewcal filed all income Tax Returns and other material Tax Returns that they were it was required to file under applicable Lawfile. All such Tax Returns are were correct and complete in all material respects and have been prepared in compliance with all applicable Lawrespects. No written claim has ever been made All Taxes owed by any Governmental Body in any jurisdiction where Parent does not file a particular Tax Return or pay a particular Tax that Parent is subject to taxation by that jurisdiction. (b) All material amounts of income and other Taxes due and owing by Parent on or before the date hereof Sewcal (whether or not shown on any Tax Return) have been fully paid. The unpaid Taxes Sewcal is not currently the beneficiary of Parent did not, as any extension of the date of the Parent Balance Sheet, materially exceed the reserve for time within which to file any Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Return. No claim has ever been made by an authority in a jurisdiction where Sewcal does not file Tax items) set forth on the face of the Parent Balance Sheet. Since the date of the Parent Balance Sheet, Parent has not incurred any material Liability for Taxes outside the Ordinary Course of Business. (c) All material amounts of Taxes Returns that Parent it is or was required may be subject to taxation by Law to withhold or collect on behalf of its employees, independent contractors, stockholders, lenders, customers or other third parties have been duly and timely withheld or collected and have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purpose. (d) that jurisdiction. There are no Encumbrances for material Taxes (other than Taxes not yet due and payable) upon Security Interests on any of the assets of ParentSewcal that arose in connection with any failure (or alleged failure) to pay any Tax. (eii) Sewcal withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party. (iii) No deficiencies director or officer (or employee responsible for Tax matters) of Sewcal expects any authority to assess any additional Taxes for any period for which Tax Returns have been filed. There is no dispute or claim concerning any Tax Liability of the Sewcal either (A) claimed or raised by any authority in writing or (B) as to which any of the directors and officers (and employees responsible for Tax matters) of the Sewcal has Knowledge based upon personal contact with any agent of such authority. ss.3(k) of the Disclosure Schedule lists all federal, state, local, and foreign income or other material Taxes Tax Returns filed with respect to Parent Sewcal for taxable periods ended on or after January 1, 1995, indicates those Tax Returns that have been claimedaudited, proposed and indicates those Tax Returns that currently are the subject of audit. The Sewcal has delivered to the Buyer correct and complete copies of all federal income Tax Returns, examination reports, and statements of deficiencies assessed against or assessed agreed to by any Governmental Body in writing. There are no pending or ongoing auditsSewcal since January 1, assessments or other actions for or relating to any liability in respect of a material amount of Taxes of Parent and Parent 1995. (iv) Sewcal has not received written notice threatening any such audit, assessment or other action. Neither Parent nor any of its predecessors has waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension of time with respect to any income or other material a Tax assessment or deficiency. (fv) Parent has not been a United States real property holding corporation within The Seller agrees to hold the meaning Buyer harmless from any tax claims made by any Federal or State tax authority based on tax returns filed on behalf of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (g) Parent is not a party to any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, or similar agreement or arrangement, other than customary commercial contracts entered into in the Ordinary Course of Business the principal subject matter of which is not Taxes. (h) Parent will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for Tax purposes made on or Sewcal prior to the Closing Transfer Date; (ii) use of an improper method of accounting for a Tax period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign Law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h) of the Code. (i) Parent has never been (i) a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is Parent) or (ii) a party to any joint venture, partnership, or other arrangement that is treated as a partnership for U.S. federal income Tax purposes. Parent has no Liability for any material Taxes of any Person (other than Parent and Merger Sub) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign Law), or as a transferee or successor.

Tax Matters. (a) Parent The Company has timely filed with the appropriate taxing authorities all income Tax Returns and other material Tax Returns that they were required to file under applicable Lawbe filed. All such Tax Returns are correct and complete in all material respects and have been prepared in compliance with all applicable Lawrespects. No written claim has ever been made by All Taxes shown on any Governmental Body in any jurisdiction where Parent does not file a particular Tax Return or pay a particular Tax that Parent is subject to taxation by that jurisdiction. (b) All material amounts of income and other Taxes as due and owing by Parent on or before the date hereof (whether or not shown on any Tax Return) Company have been fully paid. The unpaid Taxes of Parent did not, as of the date of the Parent Balance Sheet, materially exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth on the face of the Parent Balance Sheet. Since the date of the Parent Balance Sheet, Parent has not incurred any material Liability for Taxes outside the Ordinary Course of Business. (c) All material amounts of Taxes that Parent is or was required by Law to withhold or collect on behalf of its employees, independent contractors, stockholders, lenders, customers or other third parties have been duly and timely withheld or collected and have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purpose. (d) There are no Encumbrances Liens for material Taxes (other than Taxes not yet due and payable) upon any of the assets Purchased Assets. (b) No deficiency or proposed adjustment for any amount of ParentTax has been proposed, asserted or assessed by any taxing authority against the Company. There is no Proceeding or audit now pending, proposed or, to the Knowledge of the Company, threatened against the Company or concerning the Company with respect to any Taxes. Except as set forth on Section 4.9(b) of the Disclosure Schedule, the Company has not been notified by any taxing authority that any issues have been raised with respect to any Tax Return. There has not been, within the past [*], an examination or written notice of potential examination of the Tax Returns filed with respect to the Company by any taxing authority. (c) All Taxes that are required to be withheld or collected by the Company, including, but not limited to, Taxes arising as a result of payments (or amounts allocable) to foreign persons or to employees, agents, contractors or equityholders of the Company, have been duly withheld and collected and, to the extent required, have been properly paid or deposited as required by applicable Laws. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (d) No claim has ever been made by any taxing authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (e) No deficiencies for income or other material Taxes with respect to Parent have been claimed, proposed or assessed by any Governmental Body in writing. There are no pending or ongoing audits, assessments or other actions for or relating The Company is not a party to any liability in respect of a material amount of Tax allocation, sharing, indemnity, or reimbursement agreement or arrangement, and is not liable for the Taxes of Parent and Parent any other Person as a transferee or successor, by Contract or otherwise. (f) The Company has not received written notice threatening any such audit, assessment or other action. Neither Parent nor any of its predecessors has waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension of time with respect to the payment of any income Tax or other material any Tax assessment or deficiency. (fg) Parent The Company is not, and has not been been, a United States real property holding corporation within the meaning of party to any “listed transaction” as defined in Section 897(c)(26707A(c)(2) of the Code during the applicable period specified in or Treasury Regulation Section 897(c)(1)(A)(ii) of the Code1.6011-4(b)(2). (g) Parent is not a party to any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, or similar agreement or arrangement, other than customary commercial contracts entered into in the Ordinary Course of Business the principal subject matter of which is not Taxes. (h) Parent will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for Tax purposes made on or prior to the Closing Date; (ii) use of an improper method of accounting for a Tax period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign Law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h) of the Code. (i) Parent has never been (i) a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is Parent) or (ii) a party to any joint venture, partnership, or other arrangement that is treated as a partnership for U.S. federal income Tax purposes. Parent has no Liability for any material Taxes of any Person (other than Parent and Merger Sub) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign Law), or as a transferee or successor.

Tax Matters. Subject in each case to such exceptions as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect: (a) Parent and each Parent Subsidiary has timely filed all income Tax Returns and other material Tax Returns that they were with the appropriate taxing authority required to be filed, taking into account any extensions of time within which to file under applicable Law. All such Tax Returns, and all such Tax Returns were complete and correct. All Taxes that are correct and complete in all material respects and shown as due on such filed Tax Returns have been prepared paid, except for amounts being contested in compliance good faith by appropriate proceedings and for which adequate reserves therefor have been maintained in accordance with all applicable Law. No written claim has ever been made by any Governmental Body in any jurisdiction where Parent does not file a particular Tax Return or pay a particular Tax that Parent is subject to taxation by that jurisdictionGAAP. (b) All material amounts of income and other Taxes due and owing by Parent on or before the date hereof (whether or not shown on any Tax Return) have been fully paid. The unpaid Taxes of Parent did not, as of the date of the Parent Balance Sheet, materially exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth on the face of the Parent Balance Sheet. Since the date of the Parent Balance Sheet, Parent has not incurred any material Liability for Taxes outside the Ordinary Course of Business. (c) All material amounts of Taxes that Parent is or was required by Law to withhold or collect on behalf of its employees, independent contractors, stockholders, lenders, customers or other third parties have been duly and timely withheld or collected and have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purpose. (d) There are no Encumbrances for material Taxes (other than Taxes not yet due and payable) upon any of the assets of Parent. (e) No deficiencies for income audits or other material Taxes administrative proceedings or court proceedings presently pending with respect to Parent have been claimed, proposed or assessed by any Governmental Body in writing. There are no pending or ongoing audits, assessments or other actions for or relating regard to any liability in respect of a material amount of Taxes or Tax Returns of Parent or any Parent Subsidiary and Parent has not received written notice threatening any such audit, assessment or other action. Neither neither Parent nor any Parent Subsidiary has received a written notice or announcement of its predecessors any audits or proceedings. No requests for waivers of time to assess any Taxes are pending, and neither Parent nor any Parent Subsidiary has waived any statute of limitations in with respect of any income or other material to Taxes or agreed to any extension of time with respect to any income or other material Tax assessment or deficiencydeficiency for any open tax year. (c) There are no Tax liens upon any property or assets of Parent or any Parent Subsidiary except liens for current Taxes not yet due and payable and liens for Taxes that are being contested in good faith by appropriate proceedings. (d) All Taxes that Parent and each Parent Subsidiary have been required to collect or withhold have been duly collected or withheld and, to the extent required when due, have been or will be duly paid to the proper Governmental Entity. (e) Neither Parent nor any Parent Subsidiary has engaged in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). (f) Neither Parent nor any Parent Subsidiary or, to the knowledge of Parent, any of Parent’s affiliates has not been taken or agreed to take any action that would prevent the Merger from qualifying as a United States real property holding corporation reorganization within the meaning of Section 897(c)(2368(a) of the Code during Code. Parent is not aware of any agreement, plan or other circumstance that would prevent the applicable period specified in Merger from qualifying as a reorganization within the meaning of Section 897(c)(1)(A)(ii368(a) of the Code. (g) To the Parent’s knowledge, since January 1, 2008, no claim has ever been made by any taxing authority in a jurisdiction where Parent or any Parent Subsidiary does not file Tax Returns that it is not or may be subject to taxation by that jurisdiction. (h) Neither Parent nor any Parent Subsidiary is a party to any Tax allocation agreementallocation, Tax sharing agreementsharing, Tax indemnity agreementindemnity, or similar reimbursement agreement or arrangementarrangement (excluding any such agreements pursuant to customary provisions in contracts not primarily related to Taxes) under which Parent or any Parent Subsidiary would be liable after the Effective Time for the Tax liability of an entity that is not Parent or a Parent Subsidiary. (i) Neither Parent nor any Parent Subsidiary has ever been a member of an affiliated group within the meaning of Section 1504(a) of the Code (or any similar group defined under a similar provision of foreign, state or local Law), other than customary commercial contracts entered into in the Ordinary Course of Business the principal subject matter a group of which Parent is not Taxesthe common parent, and neither Parent nor any Parent Subsidiary has any liability for Taxes of any person (other than Parent or a Parent Subsidiary) under Section 1.1502-6 of the Treasury Regulations (or any similar provision of foreign, state or local Law), as a transferee or successor, by contract or otherwise. (hj) Neither Parent nor any Parent Subsidiary will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax taxable period (or portion thereof) ending beginning after the Closing Date Effective Time as a result of any: (i) a change in method of accounting for Tax purposes made on or prior to the Closing Date; (ii) use of an improper method of accounting for a Tax taxable period ending on or prior to the Closing Date; Effective Time, including any adjustment under Section 481(c) of the Code (iiior any corresponding provision of state, local or foreign Law), (ii) any “closing agreement,” as described in Section 7121 of the Code (or any similar corresponding provision of state, local or foreign Law) executed on or prior to the Closing Date; Effective Time, or (iviii) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 the receipt of the Code (or any similar provision of state, local or foreign Law) entered into prepaid revenue received on or prior to the Closing Date; Effective Time. (vk) installment sale Within the last two years, neither Parent nor any Parent Subsidiary has distributed stock of another person or open has had its stock distributed by another person in a transaction disposition made that was purported or intended to be governed in whole or in part by Code § 355 or Code § 361 (l) Parent and Parent Subsidiaries have disclosed on or prior their federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of federal income Tax within the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application meaning of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h) 6662 of the Code. (i) Parent has never been (i) a member of a consolidated, combined or unitary Tax group (other than but for such a group the common parent of which is Parent) or (ii) a party to any joint venture, partnershipdisclosure, or other arrangement that is treated as a partnership for U.S. federal income Tax purposestransaction that is reportable under Treas. Parent has no Liability for any material Taxes of any Person (other than Parent and Merger Sub) under Treasury Regulations Section 1.1502Reg. § 1.6011-6 (or any similar provision of state, local, or foreign Law), or as a transferee or successor4.

Tax Matters. Except as set forth on Schedule 5.08: (a) Parent Each Seller has timely filed all income Tax Returns and other material paid all Taxes that relate, directly or indirectly, to the Specialty Plastics Business that are required to have been filed and paid prior to the Closing Date, the non-filing or non-payment of which could result in an Encumbrance on any of the Sold Assets or could otherwise result in Buyers becoming responsible or liable therefor either directly or as a successor or transferee, and there are no Encumbrances relating to Taxes encumbering any of the Sold Assets, except, in the case of Sold Real Property, for Permitted Encumbrances. To the Knowledge of Sellers, all Tax Returns that they filed with respect to the Specialty Plastics Business were required to file under applicable Law. All such Tax Returns are correct and complete in all material respects respects. (b) Each Seller has withheld and paid all Taxes required to have been prepared withheld and paid in compliance connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party, and to the Knowledge of Sellers, all applicable LawForms W-2 and 1099 (or similar reporting form) required with respect thereto have been properly completed and timely filed with the appropriate foreign, federal, state or local Governmental Authority. (c) None of the Sold Contracts is a Tax allocation, sharing, indemnification, or similar agreement. (d) There is no material dispute or claim concerning any Tax Liability of a Seller related to the Specialty Plastics Business that has been claimed or raised by any Governmental Authority in writing. No written claim has ever been made by any a Governmental Body Authority in any a jurisdiction where Parent either Seller does not file a particular Tax Return Returns that such Seller is or pay a particular Tax that Parent is may be subject to taxation by that jurisdiction. (b) All material amounts of income and other Taxes due and owing by Parent on or before the date hereof (whether or not shown on any Tax Return) have been fully paid. The unpaid Taxes of Parent did not, jurisdiction as a result of the date operation of the Parent Balance SheetSpecialty Plastics Business in that jurisdiction nor, materially exceed to the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth on the face Knowledge of the Parent Balance Sheet. Since the date of the Parent Balance SheetSellers, Parent has not incurred is there any material Liability factual or legal basis for Taxes outside the Ordinary Course of Business. (c) All material amounts of Taxes that Parent is or was required by Law to withhold or collect on behalf of its employees, independent contractors, stockholders, lenders, customers or other third parties have been duly and timely withheld or collected and have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purpose. (d) There are no Encumbrances for material Taxes (other than Taxes not yet due and payable) upon any of the assets of Parentsuch claim. (e) No deficiencies for income or other material Taxes with respect to Parent have been claimed, proposed or assessed by any Governmental Body in writing. There are no pending or ongoing audits, assessments or other actions for or relating to any liability in respect of a material amount of Taxes of Parent and Parent has not received written notice threatening any such audit, assessment or other action. Neither Parent nor any of its predecessors has waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension of time with respect to any income or other material Tax assessment or deficiency. (f) Parent has not been a United States real property holding corporation within the meaning of Section 897(c)(2) None of the Code during Sold Contracts is an obligation to make a payment in connection with the applicable period specified in transactions contemplated by this Agreement that will not be deductible under Section 897(c)(1)(A)(ii) 280G of the Code. (g) Parent is not a party to any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, or similar agreement or arrangement, other than customary commercial contracts entered into in the Ordinary Course of Business the principal subject matter of which is not Taxes. (h) Parent will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for Tax purposes made on or prior to the Closing Date; (ii) use of an improper method of accounting for a Tax period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign Law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h) of the Code. (i) Parent has never been (i) a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is Parent) or (ii) a party to any joint venture, partnership, or other arrangement that is treated as a partnership for U.S. federal income Tax purposes. Parent has no Liability for any material Taxes of any Person (other than Parent and Merger Sub) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign Law), or as a transferee or successor.

Tax Matters. (a) Parent has timely filed all All income Tax Returns and other material Tax Returns that they were required by Law to file under applicable Law. All be filed by the Acquiror have been filed, and all such Tax Returns are true, correct and complete in all material respects respects. All income and other material amounts of Taxes due and owing by the Acquiror have been prepared timely paid. (b) Acquiror has (i) withheld and deducted all material amounts of Taxes required to have been withheld or deducted by it in compliance connection with amounts paid or owed to any employee, independent contractor, creditor, shareholder or any other third party, (ii) remitted, or will remit on a timely basis, such amounts to the appropriate Governmental Authority and (iii) complied in all material respects with applicable LawLaw with respect to Tax withholding, including all reporting and record keeping requirements. (c) Acquiror has not engaged in any audit, examination, investigation, administrative proceeding or judicial proceeding with respect to Taxes. Acquiror has not received any written notice from a Governmental Authority of a dispute or claim with respect to Taxes, other than disputes or claims that have since been resolved, and to the knowledge of Acquiror, no such claims have been threatened. No written claim has ever been made, and to the knowledge of Acquiror, no oral claim has been made by any Governmental Body Authority in any a jurisdiction where Parent Acquiror does not file a particular Tax Return that Acquiror is or pay a particular Tax that Parent is may be subject to taxation Taxes by that jurisdiction. (b) All material amounts jurisdiction which claim has not since been withdrawn or otherwise resolved. There are no outstanding agreements extending or waiving the statutory period of income and other Taxes due and owing by Parent on limitations applicable to any claim for, or before the date hereof (whether period for the collection or not shown on any Tax Return) have been fully paid. The unpaid assessment or reassessment of, Taxes of Parent did not, as of the date of the Parent Balance Sheet, materially exceed the reserve Acquiror and no written request for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth on the face of the Parent Balance Sheet. Since the date of the Parent Balance Sheet, Parent has not incurred any material Liability for Taxes outside the Ordinary Course of Business. (c) All material amounts of Taxes that Parent such waiver or extension is or was required by Law to withhold or collect on behalf of its employees, independent contractors, stockholders, lenders, customers or other third parties have been duly and timely withheld or collected and have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purposecurrently pending. (d) There are no Encumbrances Neither Acquiror nor any predecessor thereof has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for material Taxes income Tax-deferral treatment under Code Section 355 (other than Taxes not yet due and payable) upon any or so much of the assets of ParentCode Section 356 as relates to Code Section 355). (e) No deficiencies for income or other material Taxes with respect to Parent have Acquiror has not been claimed, proposed or assessed by any Governmental Body in writing. There are no pending or ongoing audits, assessments or other actions for or relating a party to any liability in respect “listed transaction” within the meaning of a material amount of Taxes of Parent and Parent has not received written notice threatening any such audit, assessment or other action. Neither Parent nor any of its predecessors has waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension of time with respect to any income or other material Tax assessment or deficiencyTreasury Regulation Section 1.6011-4(b)(2). (f) Parent has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (g) Parent is not a party to any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, or similar agreement or arrangement, other than customary commercial contracts entered into in the Ordinary Course of Business the principal subject matter of which is not Taxes. (h) Parent The Acquiror will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax taxable period (or portion thereof) ending after the Closing Date as a result of any: (iA) change in method of accounting for Tax purposes made on a taxable period (or prior to the Closing Date; (iiportion thereof) use of an improper method of accounting for a Tax period ending on or prior to the Closing DateDate and made prior to the Closing; (iiiB) “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign Law) written agreement with a Governmental Authority executed on or prior to the Closing DateClosing; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (vC) installment sale or open transaction disposition made on or prior to the Closing DateClosing; (viD) deferred revenue or prepaid amount received or deferred revenue accrued on or prior to the Closing. The Acquiror will not be required to make any payment after the Closing Date; Date as a result of an election under Code Section 965. (viig) application of Section 367(d) There are no Liens with respect to Taxes on any of the Code to any transfer assets of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of stateAcquiror, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h) of the Code. (i) Parent has never been (i) a member of a consolidated, combined or unitary Tax group (other than such a group Permitted Liens. (h) Acquiror does not have liability for the common parent of which is Parent) or (ii) a party to any joint venture, partnership, or other arrangement that is treated as a partnership for U.S. federal income Tax purposes. Parent has no Liability for any material Taxes of any Person (other than Parent and Merger Subi) under Treasury Regulations Regulation Section 1.1502-6 (or any similar provision of state, local, local or foreign Lawlaw), or (ii) as a transferee or successorsuccessor or (iii) by contract (except, in each case, for liabilities pursuant to commercial contracts entered into in the ordinary course of business not primarily relating to Taxes). (i) Acquiror is not a party to, or bound by, or has any obligation to any Governmental Authority or other Person under any Tax allocation, Tax sharing, Tax Assumption or Tax indemnification agreement (except, in each case, for any such agreements that are commercial contracts entered into in the ordinary course of business not primarily relating to Taxes). (j) The Acquiror has not filed any amended Tax Return or other claim for a refund as a result of, or in connection with, the carry back of any net operating loss or other attribute to a year prior to the taxable year including the Closing Date under Code Section 172, as amended by Section 2303 of the CARES Act, or any corresponding or similar provision of state, local or non-U.S. Law. (k) The Acquiror has (i) properly complied with all legal requirements in order to defer the amount of the employer’s share of any “applicable employment taxes” under Section 2302 of the CARES Act (or any similar provision of state, local or non-U.S. Law), (ii) to the extent applicable, properly complied with all legal requirements and duly accounted for any available Tax credits under Sections 7001 through 7005 of the Families First Act and Section 2301 of the CARES Act, (iii) not sought (nor has any Affiliate that would be aggregated with the Acquiror and treated as one employer for purposes of Section 2301 of the CARES Act sought) a covered loan under paragraph (36) of Section 7(a) of the Small Business Act (15 U.S.C. 636(a)), as added by Section 1102 of the CARES Act, and (iv) not deferred any payroll Tax obligations (including those imposed by Code Sections 3101(a) and 3201) pursuant to or in connection with the Memorandum on Deferring Payroll Tax Obligations in Light of the Ongoing COVID-19 Disaster, dated August 8, 2020, or any other provision of the CARES Act. (l) Acquiror has not taken any action (nor permitted any action to be taken), and is not aware of any fact or circumstance, that would reasonably be expected to prevent the Merger from qualifying for the Intended Tax Treatment. (m) Neither the execution and delivery of this Agreement by the Acquiror nor the consummation of the Merger could, directly or indirectly (whether alone or in connection with any subsequent event(s)) (i) result in any compensation or benefit (including the forgiveness of any indebtedness) becoming due to any current or former employee, officer, director or individual independent contractor of the Acquiror (each an “Acquiror Service Provider”), (ii) result in the acceleration, vesting or creation of any rights of any current or former Acquiror Service Provider to payments or benefits or increases in any payments or benefits (including any loan forgiveness), or (iii) result in severance pay or any increase in severance pay upon any termination of employment or engagement. No amount or benefit that could be, or has been, received (whether in cash or property or the vesting of property or the cancellation of indebtedness) by any Acquiror Service Provider could, alone or in combination with any other amount or benefit, constitute an “excess parachute payment” (as defined in Code Section 280G(b)(1)) as a result of, either alone or together with any other event, the consummation of the transactions contemplated by this Agreement. The Acquiror has no current or contingent obligation to indemnify, gross up or otherwise reimburse or make whole any Person for any penalty, interest and/or Tax incurred by such Person, including pursuant to Code Section 4999.

Tax Matters. (a) Parent The Seller has timely filed all income Tax Returns and other material Tax Returns that they were it was required to file under applicable LawLegal Requirements. All such Tax Returns are were correct and complete in all material respects and have been prepared in substantial compliance with all applicable LawLegal Requirements. No written claim has ever been made by any Governmental Body Except as set forth in any jurisdiction where Parent does not file a particular Tax Return or pay a particular Tax that Parent is subject to taxation by that jurisdiction. Part 2.12(a) of the Disclosure Schedule, (bi) All material amounts of income and other all Taxes due and owing by Parent on or before the date hereof Seller (whether or not shown on any Tax Return) have been fully paid, and (ii)the Seller is not currently the beneficiary of any extension of time within which to file any Tax Return. The unpaid Taxes of Parent did not, as of No claim has ever been made by an authority in a jurisdiction where the date of the Parent Balance Sheet, materially exceed the reserve for Seller does not file Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth on the face of the Parent Balance Sheet. Since the date of the Parent Balance Sheet, Parent has not incurred any material Liability for Taxes outside the Ordinary Course of Business. (c) All material amounts of Taxes Returns that Parent it is or was required may be subject to taxation by Law to withhold or collect on behalf of its employees, independent contractors, stockholders, lenders, customers or other third parties have been duly and timely withheld or collected and have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purpose. (d) that jurisdiction. There are no Encumbrances Liens for material Taxes (other than Taxes not yet due and payable) upon any of the assets of Parentthe Seller. (eb) No deficiencies for income The Seller has withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other material third party. (c) Seller does not expect any authority to assess any additional Taxes for any period for which Tax Returns have been filed. No Proceedings are pending or being conducted with respect to Parent have been claimedthe Seller. The Seller has not received from any Governmental Body any (i) notice indicating an intent to open an audit or other review, (ii) request for information related to Tax matters, or (iii) notice of deficiency or proposed adjustment of or any amount of Tax proposed, asserted, or assessed by any Governmental Body in writing. There are no pending or ongoing audits, assessments or other actions for or relating to any liability in respect of a material amount of Taxes of Parent and Parent against the Seller. (d) The Seller has not received written notice threatening any such audit, assessment or other action. Neither Parent nor any of its predecessors has waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension of time with respect to any income or other material a Tax assessment or deficiency. (f) Parent has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (g) Parent is not a party to any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, or similar agreement or arrangement, other than customary commercial contracts entered into in the Ordinary Course of Business the principal subject matter of which is not Taxes. (h) Parent will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for Tax purposes made on or prior to the Closing Date; (ii) use of an improper method of accounting for a Tax period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign Law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h) of the Code. (i) Parent has never been (i) a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is Parent) or (ii) a party to any joint venture, partnership, or other arrangement that is treated as a partnership for U.S. federal income Tax purposes. Parent has no Liability for any material Taxes of any Person (other than Parent and Merger Sub) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign Law), or as a transferee or successor.

Tax Matters. (a) Parent Each of LSBG and its Subsidiaries has timely filed all income Tax Returns and other material Tax Returns that they were it was required to file under applicable Lawlaws and regulations, other than Tax Returns that are not yet due or for which a request for extension was filed. All such Tax Returns are were correct and complete in all material respects and have been prepared in substantial compliance with all applicable Lawlaws and regulations. No written claim has ever been made by any Governmental Body in any jurisdiction where Parent does not file a particular Tax Return or pay a particular Tax that Parent is subject to taxation by that jurisdiction. (b) All material amounts of income and other Taxes due and owing by Parent on or before the date hereof LSBG and its Subsidiaries (whether or not shown on any Tax Return) have been fully paidpaid other than Taxes that have been reserved or accrued on the balance sheet of LSBG and which LSBG or such Subsidiary is contesting in good faith. The unpaid Taxes None of Parent did notLSBG or any of its Subsidiaries is the beneficiary of any extension of time within which to file any Tax Return, and other than as of the date of the Parent Balance Sheet, materially exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth on the face LSBG Disclosure Schedule 3.21(a), neither LSBG nor any of the Parent Balance Sheetits Subsidiaries currently has any open tax years. Since the date of the Parent Balance Sheet, Parent No claim has ever been made by an authority in a jurisdiction where LSBG or any Subsidiary thereof does not incurred any material Liability for Taxes outside the Ordinary Course of Business. (c) All material amounts of Taxes file Tax Returns that Parent it is or was required may be subject to taxation by Law to withhold or collect on behalf of its employees, independent contractors, stockholders, lenders, customers or other third parties have been duly and timely withheld or collected and have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purpose. (d) that jurisdiction. There are no Encumbrances Liens for material Taxes (other than Taxes not yet due and payable) upon any of the assets of ParentLSBG or any of its Subsidiaries. (b) Each of LSBG and its Subsidiaries has withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, shareholder, or other third party. (c) No foreign, federal, state, or local tax audits or administrative or judicial Tax proceedings are being conducted or to the Knowledge of LSBG are pending with respect to LSBG or any of its Subsidiaries. None of LSBG or any of its Subsidiaries has received from any foreign, federal, state, or local taxing authority (including jurisdictions where LSBG or any Subsidiary has not filed Tax Returns) any (i) notice indicating an intent to open an audit or other review, (ii) request for information related to Tax matters, or (iii) notice of deficiency or proposed adjustment for any amount of Tax proposed, asserted, or assessed by any taxing authority against LSBG or any of its Subsidiaries. (d) Each of LSBG and its Subsidiaries has provided BHB with true and complete copies of the United States federal, state, local, and foreign income Tax Returns filed with respect to LSBG or such Subsidiary, as the case may be, for taxable periods ended December 31, 2015, 2014 and 2013. Each of LSBG and its Subsidiaries has delivered to BHB correct and complete copies of all examination reports, and statements of deficiencies assessed against or agreed to by LSBG or such Subsidiary, as the case may be, filed for the years ended December 31, 2015, 2014 and 2013. Each of LSBG and its Subsidiaries has timely and properly taken such actions in response to and in compliance with notices LSBG or such Subsidiary, as the case may be, has received from the IRS in respect of information reporting and backup and nonresident withholding as are required by law. (e) No deficiencies for income None of LSBG or other material Taxes with respect to Parent have been claimed, proposed or assessed by any Governmental Body in writing. There are no pending or ongoing audits, assessments or other actions for or relating to any liability in respect of a material amount of Taxes of Parent and Parent has not received written notice threatening any such audit, assessment or other action. Neither Parent nor any of its predecessors Subsidiaries has waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension of time with respect to any income or other material a Tax assessment or deficiency. (f) Parent None of LSBG or any of its Subsidiaries has not been a United States real property holding corporation within the meaning of Code Section 897(c)(2) of the Code during the applicable period specified in Code Section 897(c)(1)(A)(ii). Each of LSBG and its Subsidiaries has disclosed on its federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Code Section 6662. Other than as set forth on LSBG Disclosure Schedule 3.21(f), none of LSBG or any of its Subsidiaries is a party to or bound by any Tax allocation or sharing agreement. Except for an affiliated group with its Subsidiaries or LSBG (as applicable), none of LSBG or any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income Tax Return, or (ii) has any liability for the CodeTaxes of any individual, bank, corporation, partnership, association, joint stock company, business trust, limited liability company, or unincorporated organization (other than LSBG or such Subsidiary) under Reg. Section 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (g) Parent The unpaid Taxes of LSBG and its Subsidiaries (i) did not, as of the end of the most recent period covered by LSBG’s or such Subsidiary’s call reports filed on or prior to the date hereof, exceed the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements included in LSBG’s or such Subsidiary’s call reports filed on or prior to the date hereof (rather than in any notes thereto), and (ii) do not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of LSBG or such Subsidiary in filing its Tax Returns. Since the end of the most recent period covered by LSBG’s or any of its Subsidiary’s call reports filed prior to the date hereof, none of LSBG or any of its Subsidiaries has incurred any liability for Taxes arising from extraordinary gains or losses, as that term is not a party to any Tax allocation agreementused in GAAP, Tax sharing agreement, Tax indemnity agreement, or similar agreement or arrangement, other than customary commercial contracts entered into in outside the Ordinary Course ordinary course of Business the principal subject matter of which is not Taxesbusiness consistent with past custom and practice. (h) Parent will not None of LSBG or any of its Subsidiaries shall be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for Tax purposes made a taxable period ending on or prior to the Closing Date; (ii) use “closing agreement” as described in Code Section 7121 (or any corresponding or similar provision of an improper method of accounting for a state, local or foreign income Tax period ending law) executed on or prior to the Closing Date; (iii) “closing agreement” as intercompany transactions or any excess loss account described in Treasury Regulations under Code Section 7121 of the Code 1502 (or any corresponding or similar provision of state, local or foreign Law) executed on or prior to the Closing Dateincome Tax law); (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; or (viv) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; . (viii) application None of LSBG or any of its Subsidiaries has distributed stock of another Person or had its stock distributed by another Person in a transaction that was purported or intended to be governed in whole or in part by Section 367(d) 355 or Section 361 of the Code to Code. (j) None of LSBG or any transfer of intangible property on or prior to its Subsidiaries has participated in a listed transaction within the Closing Date; (viii) application meaning of Sections 951 or 951A of the Code Reg. Section 1.6011-4 (or any similar provision predecessor provision) and none of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (LSBG or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent its Subsidiaries has not made any election under Section 965(h) of the Code. (i) Parent has never been (i) a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is Parent) or (ii) a party to any joint venture, partnershipnotified of, or other arrangement to LSBG’s Knowledge has participated in, a transaction that is treated described as a partnership for U.S. federal income Tax purposes“reportable transaction” within the meaning of Reg. Parent has no Liability for any material Taxes of any Person (other than Parent and Merger Sub) under Treasury Regulations Section 1.15021.6011-6 (or any similar provision of state, local, or foreign Law4(b)(1), or as a transferee or successor.

Tax Matters. (a) Parent Company and each of its Subsidiaries has timely filed all income Tax Returns and other material Tax Returns that they were it was required to file under applicable Lawlaws and regulations, other than Tax Returns that are not yet due or for which a request for extension was filed consistent with requirements of applicable law or regulation. All such Tax Returns are were correct and complete in all material respects and have been prepared in substantial compliance with all applicable Lawlaws and regulations. No written claim has ever been made by any Governmental Body Except as set forth in any jurisdiction where Parent does not file a particular Tax Return or pay a particular Tax that Parent is subject to taxation by that jurisdiction. (b) All material amounts of income and other Company Disclosure Schedule 3.19, Taxes due and owing by Parent on Company or before the date hereof any of its Subsidiaries (whether or not shown on any Tax Return) have been fully paidpaid other than Taxes that have been reserved or accrued on the balance sheet of Company and which Company is contesting in good faith. The unpaid Taxes Company is not the beneficiary of Parent did notany extension of time within which to file any Tax Return, and, except as of the date of the Parent Balance Sheet, materially exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth on the face in Company Disclosure Schedule 3.19, neither Company nor any of the Parent Balance Sheetits Subsidiaries currently has any open tax years. Since the date of the Parent Balance Sheet, Parent No claim has ever been made by an authority in a jurisdiction where Company does not incurred any material Liability for Taxes outside the Ordinary Course of Business. (c) All material amounts of Taxes file Tax Returns that Parent it is or was required may be subject to taxation by Law to withhold or collect on behalf of its employees, independent contractors, stockholders, lenders, customers or other third parties have been duly and timely withheld or collected and have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purpose. (d) that jurisdiction. There are no Encumbrances Liens for material Taxes (other than Taxes not yet due and payable) upon any of the assets of ParentCompany or any of its Subsidiaries. (b) Company has withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, shareholder, or other third party. (c) No foreign, federal, state, or local tax audits or administrative or judicial Tax proceedings are being conducted or to the Knowledge of Company are pending with respect to Company. Other than with respect to audits that have already been completed and resolved, Company has not received from any foreign, federal, state, or local taxing authority (including jurisdictions where Company has not filed Tax Returns) any (i) notice indicating an intent to open an audit or other review, (ii) request for information related to Tax matters, or (iii) notice of deficiency or proposed adjustment for any amount of Tax proposed, asserted, or assessed by any taxing authority against Company. (d) Company has made available to Buyer true and complete copies of the United States federal, state, local, and foreign income Tax Returns filed with respect to Company for taxable periods ended March 31, 2011, 2010 and 2009. Company has delivered to Buyer correct and complete copies of all examination reports, and statements of deficiencies assessed against or agreed to by Company filed for the years ended March 31, 2011, 2010 and 2009. Company has timely and properly taken such actions in response to and in compliance with notices Company has received from the IRS in respect of information reporting and backup and nonresident withholding as are required by law. (e) No deficiencies for income or other material Taxes with respect to Parent have been claimed, proposed or assessed by any Governmental Body in writing. There are no pending or ongoing audits, assessments or other actions for or relating to any liability in respect of a material amount of Taxes of Parent and Parent Company has not received written notice threatening any such audit, assessment or other action. Neither Parent nor any of its predecessors has waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension of time with respect to any income or other material a Tax assessment or deficiency. (f) Parent Company has not been a United States real property holding corporation within the meaning of Code Section 897(c)(2) of the Code during the applicable period specified in Code Section 897(c)(1)(A)(ii). Company has disclosed on its federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Code Section 6662. Company is not a party to or bound by any Tax allocation or sharing agreement (other than an unwritten agreement with Company Bank and its subsidiaries). Company (i) has not been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the Codecommon parent of which was Company), and (ii) has no liability for the Taxes of any individual, bank, corporation, partnership, association, joint stock company, business trust, limited liability company, or unincorporated organization (other than Company) under Reg. Section 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (g) Parent The unpaid Taxes of Company (i) did not, as of the end of the most recent period covered by the Company Reports filed on or prior to the date hereof, exceed the reserve for Tax liability (which reserve is not a party distinct and different from any reserve for deferred Taxes established to any reflect timing differences between book and Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, or similar agreement or arrangement, other than customary commercial contracts entered into income) set forth on the face of the financial statements included in the Ordinary Course Company Reports filed on or prior to the date hereof (rather than in any notes thereto), and (ii) do not exceed that reserve as adjusted for the passage of Business time in accordance with the principal subject matter past custom and practice of which Company in filing its Tax Returns. Since the end of the most recent period covered by the Company Reports filed prior to the date hereof, Company has not incurred any liability for Taxes arising from extraordinary gains or losses, as that term is not Taxesused in GAAP, outside the ordinary course of business consistent with past custom and practice. (h) Parent will Company shall not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for Tax purposes made a taxable period ending on or prior to the Closing Date; (ii) use “closing agreement” as described in Code Section 7121 (or any corresponding or similar provision of an improper method of accounting for a state, local or foreign income Tax period ending law) executed on or prior to the Closing Date; (iii) “closing agreement” as intercompany transactions or any excess loss account described in Treasury Regulations under Code Section 7121 of the Code 1502 (or any corresponding or similar provision of state, local or foreign Law) executed on or prior to the Closing Dateincome Tax law); (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; or (viv) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; . (viii) application of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent Company has not made any election under distributed stock of another Person or had its stock distributed by another Person in a transaction that was purported or intended to be governed in whole or in part by Section 965(h) 355 or Section 361 of the Code. (i) Parent has never been (i) a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is Parent) or (ii) a party to any joint venture, partnership, or other arrangement that is treated as a partnership for U.S. federal income Tax purposes. Parent has no Liability for any material Taxes of any Person (other than Parent and Merger Sub) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign Law), or as a transferee or successor.

Tax Matters. (a) Parent Each of the Acquired Corporations has timely filed all income Tax Returns and other material Tax Returns that they were it was required to file under applicable LawLegal Requirements. All such material Tax Returns are were correct and complete in all material respects and have been prepared in substantial compliance with all applicable LawLegal Requirements. No written claim has ever been made by any Governmental Body in any jurisdiction where Parent does not file a particular Tax Return or pay a particular Tax that Parent is subject to taxation by that jurisdiction. (b) All material amounts of income and other Taxes due and owing by Parent on or before each of the date hereof Acquired Corporations (whether or not shown on any Tax Return) have been fully paid. The unpaid Taxes of Parent did not, as None of the date Acquired Corporations is currently the beneficiary of any extension of time within which to file any Tax Return. No claim has ever been made by a Governmental Body in a jurisdiction where the Parent Balance Sheet, materially exceed the reserve for Acquired Corporations do not file Tax liability (excluding Returns that any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth on the face of the Parent Balance Sheet. Since the date of the Parent Balance Sheet, Parent has not incurred any material Liability for Taxes outside the Ordinary Course of Business. (c) All material amounts of Taxes that Parent them is or was required may be subject to taxation by Law to withhold or collect on behalf of its employees, independent contractors, stockholders, lenders, customers or other third parties have been duly and timely withheld or collected and have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purpose. (d) that jurisdiction. There are no Encumbrances liens for material Taxes (other than Taxes not yet due and payable) upon any of the assets of Parentany of the Acquired Corporations. (eb) Each of the Acquired Corporations has withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party. (c) No deficiencies director or officer (or employee responsible for income Tax matters) of any of the Acquired Corporations expects any Governmental Body to assess any material additional Taxes for any period for which Tax Returns have been filed. No Proceedings are pending or other material Taxes being conducted with respect to Parent have been claimedany of the Acquired Corporations. None of the Acquired Corporations has received from any Governmental Body any (i) notice indicating an intent to open an audit or other review, (ii) request for information related to Tax matters, or (iii) notice of deficiency or proposed adjustment of or any amount of Tax proposed, asserted, or assessed by any Governmental Body in writing. There are no pending against any of the Acquired Corporations. (d) Part 2.16(d) of the Disclosure Letter lists each Tax Return filed with respect to each of the Acquired Corporations for taxable periods that either (i) has been audited or ongoing audits, assessments or other actions for or relating to any liability in respect of a material amount of Taxes of Parent and Parent has not received written notice threatening any such that is under audit, assessment or (ii) shows a tax liability of at least $50,000 that is subject to audit. The Company has delivered to Parent correct and complete copies of all income Tax Returns, all other action. Neither Parent nor material Tax Returns and all Tax Return examination reports, and statements of Tax deficiencies assessed against or agreed to by any of its predecessors the Acquired Corporations filed or received since December 31, 1998. (e) None of the Acquired Corporations has waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension of time with respect to any income or other material a Tax assessment or deficiency. (f) Parent None of the Acquired Corporations is a party to any Contract that has resulted or would reasonably be expected to result, separately or in the aggregate, in the payment of (i) any “excess parachute payment” within the meaning of section 280G of the Code (or any corresponding provisions of state, local or foreign Tax law) or (ii) any amount that will not be fully deductible as a result of section 162(m) of the Code (or any corresponding provisions of state, local or foreign Tax law). The Company has not been a United States real property holding corporation within the meaning of Section section 897(c)(2) of the Code during the applicable period specified in Section section 897(c)(1)(A)(ii) of the Code. Each of the Acquired Corporations has disclosed on its federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of section 6662 of the Code. None of the Acquired Corporations is a party to or bound by any Tax allocation or Tax sharing agreement. Each of the Acquired Corporations has (A) not been a member of an Affiliated Group (other than a group the common parent of which was the Company) filing a consolidated federal income Tax Return (or any consolidated, combined or similar income Tax Return under state, local or foreign law) or (B) no Liability for the Taxes of any Person (other than such Acquired Corporation) under regulation 1.1502-6 of the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (g) Parent is not a party to any The unpaid Taxes of the Acquired Corporations (A) did not, as of the date of the Unaudited Interim Balance Sheet, exceed the reserve for Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, or similar agreement or arrangement, liability (other than customary commercial contracts entered into any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the Unaudited Interim Balance Sheet, and (B) do not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with the Ordinary Course past custom and practice of Business the principal subject matter Acquired Corporations in filing their Tax Returns. Since the date of which is not Taxesthe Unaudited Interim Balance Sheet, none of the Acquired Corporations has incurred any liability for Taxes arising from extraordinary gains or losses, determined in accordance with GAAP, outside the ordinary course of business. (h) Parent None of the Acquired Corporations will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax taxable period (or portion thereofthere) ending after the Closing Date as a result of any: (iA) change in method of accounting for Tax purposes made on or prior to the Closing Date; (ii) use of an improper method of accounting for a Tax taxable period ending on or prior to the Closing Date; (iiiB) “closing agreement” as described in Section section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Lawincome Tax law) executed on or prior to the Closing Date; (ivC) intercompany transaction transactions or any excess loss account described in Treasury Regulations under Section section 1502 of the Code (or any corresponding or similar provision provisions of state, local or foreign Law) entered into on or prior to the Closing Dateincome Tax law); (vD) installment sale or open transaction disposition made on or prior to the Closing Date; or (viE) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; . (viii) application of Section 367(d) None of the Code Acquired Corporations has distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to any transfer of intangible property on be governed in whole or prior to the Closing Date; (viii) application of Sections 951 in part by section 355 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h) section 361 of the Code. (i) Parent has never been (i) a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is Parent) or (ii) a party to any joint venture, partnership, or other arrangement that is treated as a partnership for U.S. federal income Tax purposes. Parent has no Liability for any material Taxes of any Person (other than Parent and Merger Sub) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign Law), or as a transferee or successor.

Tax Matters. (ai) Parent The Seller has timely filed all income Tax Returns and other material Tax Returns that they were it was required to file under applicable Lawfile. All such Tax Returns are were correct and complete in all material respects and have been prepared in compliance with all applicable Lawrespects. No written claim has ever been made All Taxes owed by any Governmental Body in any jurisdiction where Parent does not file a particular Tax Return or pay a particular Tax that Parent is subject to taxation by that jurisdiction. (b) All material amounts of income and other Taxes due and owing by Parent on or before the date hereof Seller (whether or not shown on any Tax Return) have been fully paidpaid or accrued in the Financial Statements. The unpaid Taxes Seller is not the beneficiary of Parent did not, as any extension of time within which to file any Tax Return. No claim has ever been made by an authority in a jurisdiction where the date of the Parent Balance Sheet, materially exceed the reserve for Seller does not file Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth on the face of the Parent Balance Sheet. Since the date of the Parent Balance Sheet, Parent has not incurred any material Liability for Taxes outside the Ordinary Course of Business. (c) All material amounts of Taxes Returns that Parent it is or was required may be subject to taxation by Law to withhold or collect on behalf of its employees, independent contractors, stockholders, lenders, customers or other third parties have been duly and timely withheld or collected and have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purpose. (d) that jurisdiction. There are no Encumbrances for material Taxes (other than Taxes not yet due and payable) upon Security Interests on any of the assets of Parentthe Seller that arose in connection with any failure (or alleged failure) to pay any Tax. (eii) No deficiencies for income The Seller has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other material third party. (iii) The Seller has no knowledge of any fact that might lead the Seller to expect any authority to assess any additional Taxes for any period for which Tax Returns have been filed. There is no dispute or claim concerning any Tax Liability of the Seller either (A) claimed or raised by any authority in writing or (B) as to which the Seller has Knowledge. Paragraph 4(g) of the Seller's Disclosure Letter lists all federal, state, local, and foreign income Tax Returns filed with respect to Parent the Seller for taxable periods ended on or after December 31, 1994, indicates those Tax Returns that have been claimedaudited, proposed and indicates those Tax Returns that currently are the subject of audit. The Seller has delivered to the Purchaser correct and complete copies of all federal income Tax Returns, examination reports, and statements of deficiencies assessed against or assessed agreed to by any Governmental Body in writing. There are no pending or ongoing auditsthe Seller since December 31, assessments or other actions for or relating to any liability in respect of a material amount of Taxes of Parent and Parent 1994. (iv) The Seller has not received written notice threatening any such audit, assessment or other action. Neither Parent nor any of its predecessors has waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension of time with respect to any income or other material a Tax assessment or deficiency. (fv) Parent The Seller has not filed a consent under Code Section 341(f) concerning collapsible corporations. The Seller has not made any payment, is not obligated to make any payment, or is not a party to any agreement that under certain circumstances could obligate it to make any payments that will not be deductible under Code Section 280G. The Seller has not been a United States real property holding corporation within the meaning of Section Code Sec. 897(c)(2) of the Code during the applicable period specified in Code Section 897(c)(1)(A)(ii) ). The Seller has disclosed on its federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of federal income Tax within the Code. (g) Parent meaning of Code Section 6662. The Seller is not a party to any Tax allocation agreement, Tax or sharing agreement, Tax indemnity agreement, or similar agreement or arrangement, other than customary commercial contracts entered into in the Ordinary Course of Business the principal subject matter of which is not Taxes. . The Seller (hA) Parent will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for Tax purposes made on or prior to the Closing Date; (ii) use of an improper method of accounting for a Tax period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign Law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h) of the Code. (i) Parent has never been (i) a member of an Affiliated Group filing a consolidated, combined or unitary Tax group (other than such a group the common parent of which is Parent) or (ii) a party to any joint venture, partnership, or other arrangement that is treated as a partnership for U.S. consolidated federal income Tax purposes. Parent Return or (B) has no Liability for any material the Taxes of any Person (other than Parent and Merger Sub) of the Seller under Treasury Regulations Regulation Section 1.1502-6 (or any similar provision of state, local, or foreign Lawlaw), or as a transferee or successor, by contract, or otherwise. (vi) The unpaid Taxes of the Seller (A) did not, as of the Most Recent Fiscal Month End, exceed the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the Most Recent Balance Sheet (rather than in any notes thereto) and (B) do not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Seller in filing its Tax Returns.

Tax Matters. (a) Parent The Seller has timely filed all income Tax Returns and other material Tax Returns that they were it was required to file under applicable LawLegal Requirements. All such Tax Returns are were correct and complete in all material respects and have been prepared in substantial compliance with all applicable LawLegal Requirements. No written claim has ever been made by any Governmental Body in any jurisdiction where Parent does not file a particular Tax Return or pay a particular Tax that Parent is subject to taxation by that jurisdiction. (b) All material amounts of income and other Taxes due and owing by Parent on or before the date hereof Seller (whether or not shown on any Tax Return) have been fully paid. The unpaid Taxes Seller is not currently the beneficiary of Parent did not, as any extension of time within which to file any Tax Return. No claim has ever been made by an authority in a jurisdiction where the date of the Parent Balance Sheet, materially exceed the reserve for Seller does not file Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth on the face of the Parent Balance Sheet. Since the date of the Parent Balance Sheet, Parent has not incurred any material Liability for Taxes outside the Ordinary Course of Business. (c) All material amounts of Taxes Returns that Parent it is or was required may be subject to taxation by Law to withhold or collect on behalf of its employees, independent contractors, stockholders, lenders, customers or other third parties have been duly and timely withheld or collected and have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purpose. (d) that jurisdiction. There are no Encumbrances Liens for material Taxes (other than Taxes not yet due and payable) upon any of the assets of Parentthe Seller. (eb) The Seller has withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party. (c) No deficiencies director or officer (or employee responsible for income Tax matters) of the Seller expects any authority to assess any additional Taxes for any period for which Tax Returns have been filed. No Proceedings are pending or other material Taxes being conducted with respect to Parent have been claimedthe Seller. The Seller has not received from any Governmental Body any (i) notice indicating an intent to open an audit or other review, (ii) request for information related to Tax matters, or (iii) notice of deficiency or proposed adjustment of or any amount of Tax proposed, asserted, or assessed by any Governmental Body in writing. There are no pending or ongoing audits, assessments or other actions for or relating to any liability in respect of a material amount of Taxes of Parent and Parent against the Seller. (d) The Seller has not received written notice threatening any such audit, assessment or other action. Neither Parent nor any of its predecessors has waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension of time with respect to any income or other material a Tax assessment or deficiency. (f) Parent has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (g) Parent is not a party to any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, or similar agreement or arrangement, other than customary commercial contracts entered into in the Ordinary Course of Business the principal subject matter of which is not Taxes. (h) Parent will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for Tax purposes made on or prior to the Closing Date; (ii) use of an improper method of accounting for a Tax period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign Law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h) of the Code. (i) Parent has never been (i) a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is Parent) or (ii) a party to any joint venture, partnership, or other arrangement that is treated as a partnership for U.S. federal income Tax purposes. Parent has no Liability for any material Taxes of any Person (other than Parent and Merger Sub) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign Law), or as a transferee or successor.

Tax Matters. (a) Parent Each of Citizens First, CF Bank and the Trust has timely filed all income Tax Returns and other material Tax Returns (as defined below) that they were are required to file under applicable Law. All be filed and all such Tax Returns are true, correct and complete in all material respects and have been prepared in compliance with all applicable Lawrespects. No written claim has ever been made by any Governmental Body in any jurisdiction where Parent does not file a particular Tax Return or pay a particular Tax that Parent is subject to taxation by that jurisdiction. (b) All material amounts of income and other Taxes that are due and owing payable by Parent on Citizens First, CF Bank or before the date hereof Trust (whether or not shown on any Tax Return) have been fully paid. The unpaid All material Taxes of Parent did not, that were properly accruable as of any applicable balance sheet or call report date (but that were not then due and payable) are reflected as liabilities in the Citizens First Financial Statements as of that date of the Parent Balance Sheet, materially exceed the reserve for Tax liability (excluding other than any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth on income). Citizens First has delivered to GABC correct and complete copies of all Tax Returns, examination reports, and statements of deficiencies assessed against or agreed to by Citizens First, CF Bank or the face of the Parent Balance SheetTrust. Since the date of the Parent Balance Sheet, Parent has not incurred any material Liability for Taxes outside the Ordinary Course of Business. (c) All material amounts of Taxes that Parent is or was required by Law to withhold or collect on behalf of its employees, independent contractors, stockholders, lenders, customers or other third parties have been duly and timely withheld or collected and have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purpose. (d) There are no Encumbrances liens for material Taxes (other than upon the assets of Citizens First, CF Bank or the Trust except liens for current Taxes not yet due and payable) upon any of the assets of Parent. (eb) No deficiencies for income or other material Taxes with respect Citizens First, CF Bank and the Trust have not requested any extension of time within which to Parent have been claimed, proposed or assessed by file any Governmental Body in writing. There are no Tax Return which request is currently pending or ongoing auditshas been granted and is in effect and Citizens First, assessments or other actions for or relating to any liability in respect of a material amount of Taxes of Parent CF Bank and Parent has the Trust have not received written notice threatening any such audit, assessment or other action. Neither Parent nor any of its predecessors has waived any statute of limitations in with respect of any income or other material to Taxes or agreed to any extension of time with respect to any income a Tax (as defined below) audit, review or other material Tax assessment or deficiency. (c) No claim has ever been made by a Tax Authority (as defined below) in a jurisdiction wherein Citizens First, CF Bank or the Trust do not file Tax Returns that Citizens First, CF Bank or the Trust is or may be subject to taxation by that jurisdiction. (d) Citizens First, CF Bank and the Trust have made all withholding of Taxes required to be made under all applicable laws, in connection with any compensation paid to any employee, independent contractor or creditor or other third-party except for such failures to withhold as would not reasonably be expected to have a Material Adverse Effect on Citizens First, CF Bank or the Trust, and the amounts of Tax withheld have been properly and timely paid over to the appropriate Tax Authorities. (e) There is no Tax deficiency or claim assessed, proposed, pending or, to the knowledge of Citizens First, threatened (whether orally or in writing) against Citizens First, CF Bank or the Trust, except to the extent that adequate liabilities or reserves with respect thereto are accrued by Citizens First, CF Bank or the Trust in accordance with GAAP and set forth in the Citizens First Financial Statements or (i) such deficiency or claim is being contested in good faith by appropriate proceedings, (ii) no such accrual is required by GAAP and (iii) the nature and amount of the disputed Tax is set forth in Section 2.07(e) of the Citizens First Disclosure Schedule. Citizens First, CF Bank and the Trust do not have any income that was realized during a Tax period that began before the Closing Date that is or will be required to be included in a Tax Return of GABC or German American for a Tax period that begins on or after the Closing Date. (f) Parent has Citizens First, CF Bank and the Trust do not been have any requests for a United States real property holding corporation within ruling pending with any Tax Authority. Citizens First, CF Bank and the meaning of Trust have not agreed to, and are not required to make, any adjustment pursuant to Section 897(c)(2481(a) of the Code during by reason of a change in accounting method initiated by Citizens First, CF Bank or the applicable period specified Trust and neither the IRS nor any other Tax Authority has proposed any such adjustment or change in Section 897(c)(1)(A)(ii) of the Codeaccounting method. (g) Parent All Tax sharing agreements or similar agreements with respect to or involving Citizens First, CF Bank or the Trust shall be terminated as of the Closing Date and, after the Closing Date, Citizens First, CF Bank and the Trust shall not be bound thereby or have any liability thereunder. (h) Except as set forth in Section 2.07(h) of the Citizens First Disclosure Schedule, each of Citizens First, CF Bank and the Trust has not made any payments, is not obligated to make any payments, and is not a party to any Tax allocation agreement, Tax sharing agreementcontract, Tax indemnity agreementarrangement or plan that has resulted or would result, separately or similar agreement or arrangement, other than customary commercial contracts entered into in the Ordinary Course aggregate, in the payment of Business the principal subject matter of which is not Taxes. (h) Parent will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method any "excess parachute payment" within the meaning of accounting for Tax purposes made on or prior to the Closing Date; (ii) use of an improper method of accounting for a Tax period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121 280G of the Code (or any similar corresponding provision of state, local or foreign LawTax law) executed on or prior to the Closing Date; and (ivii) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application that will not be fully deductible as a result of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i162(m) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h) of the Code. (i) Parent has never been (i) a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is Parent) or (ii) a party to any joint venture, partnership, or other arrangement that is treated as a partnership for U.S. federal income Tax purposes. Parent has no Liability for any material Taxes of any Person (other than Parent and Merger Sub) under Treasury Regulations Section 1.1502-6 (or any similar corresponding provision of state, local, or foreign LawTax law). (i) There are no excess loss accounts, deferred intercompany transactions, or other items of income, gain, loss, deduction or credit of Citizens First, CF Bank or the Trust under the federal consolidated return regulations or other comparable or similar provisions of law that must be recognized or may be triggered as a transferee or successorresult of the consummation of the transactions contemplated by this Agreement. (j) The following capitalized terms are defined for purposes of this Article II as follows:

Tax Matters. (a) Parent has Republic and the Republic Subsidiaries and each of their predecessors have timely filed (or requests for extensions have been timely filed and any such extensions either are pending or have been granted and have not expired) all federal, state and local (and, if applicable, foreign) tax returns required by applicable law to be filed by them (including, without limitation, estimated tax returns, income Tax Returns tax returns, information returns, and other material Tax Returns withholding and employment tax returns) and have paid, or have set up a reserve or accrual that they were is adequate under GAAP for the payment of, all taxes shown as due in respect of the periods covered by such returns. Republic and the Republic Subsidiaries have paid, or set up a reserve or accrual that is adequate under GAAP for payment of, all taxes required to file under applicable Law. All such Tax Returns are correct and complete in all material respects and have been prepared in compliance with all applicable Law. No written claim has ever been made by any Governmental Body in any jurisdiction where Parent does be paid or accrued for the preceding or current fiscal year for which a return is not file a particular Tax Return or pay a particular Tax that Parent is subject to taxation by that jurisdictionyet due. (b) All material amounts of income federal, state and other Taxes due local (and, if applicable, foreign) tax returns filed by Republic and owing by Parent on the Republic Subsidiaries are complete and accurate. No deficiencies for any tax, assessment or before the date hereof (whether or not shown on any Tax Return) governmental charge have been fully proposed, asserted or assessed (tentatively or otherwise) against Republic or any Republic Subsidiary which have not been settled or paid. The unpaid Taxes There are currently no agreements in effect with respect to Republic or any Republic Subsidiary to extend the period of Parent did not, as limitations for the assessment or collection of the date of the Parent Balance Sheet, materially exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established tax. No audit examination or deficiency or refund litigation with respect to reflect timing differences between book and Tax items) set forth on the face of the Parent Balance Sheet. Since the date of the Parent Balance Sheet, Parent has not incurred any material Liability for Taxes outside the Ordinary Course of Businesssuch returns is pending. (c) All material amounts Deferred taxes of Taxes that Parent is or was required by Law to withhold or collect on behalf of Republic and its employees, independent contractors, stockholders, lenders, customers or other third parties Subsidiaries have been duly and timely withheld or collected and have been timely paid to the proper Governmental Body or other Person or properly set aside provided for in accounts for this purposeaccordance with GAAP consistently applied. (d) There are no Encumbrances for material Taxes (other than Taxes not yet due and payable) upon Neither Republic nor any of the assets of Parent. (e) No deficiencies for income or other material Taxes with respect to Parent have been claimed, proposed or assessed by any Governmental Body in writing. There are no pending or ongoing audits, assessments or other actions for or relating to any liability in respect of a material amount of Taxes of Parent and Parent has not received written notice threatening any such audit, assessment or other action. Neither Parent nor any of its predecessors has waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension of time with respect to any income or other material Tax assessment or deficiency. (f) Parent has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (g) Parent Republic Subsidiaries is not a party to any Tax tax allocation agreement, Tax or sharing agreement, Tax indemnity agreement, or similar agreement or arrangement, other than customary commercial contracts entered into in the Ordinary Course of Business the principal subject matter of which is not Taxes. (h) Parent will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for Tax purposes made on or prior to the Closing Date; (ii) use of an improper method of accounting for a Tax period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign Law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h) of the Code. (i) Parent has never been (i) a member of a consolidated, combined or unitary Tax group (other than such an agreement exclusively between or among Republic and the Republic Subsidiaries) or has been a member of an affiliated group filing a consolidated federal income tax return (other than a group the common parent of which is Parentwas Republic or a Republic subsidiary) or (ii) a party to has any joint venture, partnership, or other arrangement that is treated as a partnership liability for U.S. federal income Tax purposes. Parent has no Liability for any material Taxes taxes of any Person person (other than Parent Republic and Merger Subthe Republic Subsidiaries) under Treasury Regulations Regulation Section 1.1502-6 (or any similar provision of state, local, local or foreign Law), or law) as a transferee or successorsuccessor or by contract or otherwise. (e) Each of Republic and the Republic Subsidiaries is in compliance with, and its records contain all information and documents (including properly completed IRS Forms W-9) necessary to comply with, all applicable information reporting and tax withholding requirements under federal, state, and local tax laws, and such records identify with specificity all accounts subject to backup withholding under Section 3406 of the Code. (f) Neither Republic nor any of the Republic Subsidiaries has made any payments, is obligated to make any payments, or is a party to any contract that could obligate it to make any payments that would be disallowed as a deduction under Section 280G or 162(m) of the Code.

Tax Matters. (a) Parent has Buyer and its Subsidiaries have timely filed (or received appropriate extensions of time to file) all income material federal, state, local, and foreign Tax Returns and other material required to be filed by them for tax years ended prior to the date of this Agreement with respect to Taxes. All Tax Returns that they were required to file under applicable Law. All such Tax Returns are correct and complete in all material respects respects. Buyer and its Subsidiaries have been prepared paid or accrued in compliance accordance with GAAP all applicable Law. No written claim has ever been made by any Governmental Body in any jurisdiction where Parent does not file a particular Taxes shown on such Tax Return or pay a particular Tax that Parent is subject Returns to taxation by that jurisdictionthe extent such Taxes have become due. (b) All There is no material amounts of income and other Taxes due and owing by Parent on dispute or before claim concerning the date hereof (whether or not shown on any Tax Return) have been fully paid. The unpaid Taxes of Parent did not, as of the date of the Parent Balance Sheet, materially exceed the reserve for Tax liability (excluding of any reserve of Buyer or its Subsidiaries claimed or raised by any authority in writing. Neither Buyer nor any of its Subsidiaries has extended the period for deferred Taxes established to reflect timing differences between book and Tax items) set forth on the face assessment or payment of the Parent Balance Sheet. Since the date of the Parent Balance Sheetany Tax, Parent which extension has not incurred any material Liability for Taxes outside the Ordinary Course of Businesssince expired. (c) All material Buyer and its Subsidiaries have withheld and paid over to the appropriate governmental authorities all Taxes required by law to have been withheld and paid in connection with amounts of paid or owing to any employee, except for any such Taxes that Parent is or was required by Law to withhold or collect on behalf of its employees, independent contractors, stockholders, lenders, customers or other third parties have been duly and timely withheld or collected and have been timely paid to the proper Governmental Body or other Person or properly set aside are immaterial in accounts for this purposeamount. (d) There are no Encumbrances Neither Buyer nor any of its Subsidiaries has been a member of an affiliated group (as such term is defined in Section 1504 of the Code) filing a consolidated federal income tax return for material Taxes (any tax year since the tax year ended December 31, 1993, other than Taxes not yet due and payable) upon any a group the common parent of the assets of Parentwhich was Buyer. (e) No deficiencies for income or other material Taxes with respect to Parent have been claimed, proposed or assessed by any Governmental Body in writing. There are no pending or ongoing audits, assessments or other actions for or relating to any liability in respect of a material amount of Taxes of Parent and Parent has not received written notice threatening any such audit, assessment or other action. Neither Parent Buyer nor any of its predecessors Subsidiaries has waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension of time with respect to any income or other material Tax assessment or deficiencyfiled a consent under Code Section 341(f) concerning collapsible corporations. (f) Parent Neither Buyer nor any of its Subsidiaries has not been a United States real property holding corporation within the meaning of Code Section 897(c)(2) of the Code during the applicable period specified in Code Section 897(c)(1)(A)(ii). (g) Neither Buyer nor any of its Subsidiaries is a party to or bound by any Tax-indemnity, Tax-allocation or Tax-sharing agreement other than between Buyer and its Subsidiaries. (h) Buyer has delivered or made available to the Company true and complete copies of all requested federal, state, local, and foreign income tax returns with respect to Buyer and each of its Subsidiaries. (i) There is no contract, agreement, plan, or arrangement covering any Buyer Employee that, individually or collectively, could give rise to the payment of any amount that would not be deductible under Section 280G of the Code. (gj) Parent is not a party to any Tax allocation agreementNo written claims that, Tax sharing agreement, Tax indemnity agreement, or similar agreement or arrangement, other than customary commercial contracts entered into in the Ordinary Course aggregate, could reasonably be expected to have a material effect have been made by an authority in a jurisdiction where any of Business the principal Buyer or its Subsidiaries does not file Tax Returns that it is or may be subject matter of which is not Taxesto taxation by that jurisdiction. (hk) Parent Neither Buyer nor any of its Subsidiaries has distributed the stock of a "controlled corporation" (within the meaning of that term as used in Section 355(a) of the Code) in a transaction subject to Section 355 of the Code within the past two years. (l) Neither Buyer nor any of its Subsidiaries will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax taxable period (or portion thereof) ending after the Closing Date as a result of any: any (iA) change in method of accounting for Tax purposes made on or prior to the Closing Date; (ii) use of an improper method of accounting for a Tax taxable period ending on or prior to the Closing Date; (iiiDate under Code Section 481(c) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Lawincome Tax law); (B) "closing agreement" as described in Code Section 7121 (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (vC) installment sale or open transaction disposition made on or prior to the Closing Date; or (viD) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h) of the Code. (i) Parent has never been (i) a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is Parent) or (ii) a party to any joint venture, partnership, or other arrangement that is treated as a partnership for U.S. federal income Tax purposes. Parent has no Liability for any material Taxes of any Person (other than Parent and Merger Sub) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign Law), or as a transferee or successor.

Tax Matters. (a) Parent has The Administrative Trustee, at its expense, shall prepare or cause to be prepared all federal, state, and local tax returns of the Trust for each year for which such returns are required to be filed and shall file or cause such returns to be timely filed all and shall timely pay (or cause to be timely paid) any tax, assessment or other governmental charge owing with respect to the Trust out of Trust Property. The Administrative Trustee shall promptly notify the Sponsor if it becomes aware that any tax, assessment or other governmental charge is due or claimed to be due with respect to the Trust. The Administrative Trustee shall deliver or cause to be delivered to each Beneficial Owner, and the broker or nominee through which a Beneficial Owner owns its Shares, a Schedule K-1 and such other information, if any, with respect to the Trust as may be necessary for the preparation of the federal income Tax Returns tax or information returns of such Beneficial Owner including a statement showing each Beneficial Owner's share of income, gain, loss, expense, deductions and other material Tax Returns credits for such fiscal year for U.S. federal income tax purposes as soon as practicable following each fiscal year but generally not later than March 15. The Administrative Trustee shall provide the Sponsor with a copy of such documents promptly after such filing or furnishing. If not already obtained, the Administrative Trustee shall obtain a taxpayer identification number for the Trust. The Trust hereby indemnifies, to the full extent permitted by law, the Administrative Trustee from and against any damages or losses (including attorneys' fees) arising out of or incurred in connection with any action taken or omitted to be taken by it in carrying out its responsibilities under this Section 4.10(a), to the extent that they were required such action taken or omitted to file under applicable Law. All such Tax Returns are correct and complete in all material respects and have been prepared in compliance with all applicable Law. No written claim has ever been made by any Governmental Body in any jurisdiction where Parent be taken does not constitute fraud, negligence or misconduct. Each Beneficial Owner agrees that it shall not, except as required by applicable law, (i) treat, on its own income or information tax returns or any information returns that it provides to any Beneficial Owner, or to any broker or nominee through which the Beneficial Owner owns its Shares, any item of income, gain, loss, deduction, credit, basis or any other tax item relating to its Shares in a manner inconsistent with the treatment of such items by the Trust as reflected on the Schedule K-1 or other information statement furnished to such Beneficial Owner pursuant to this Section 4.10(a), or (ii) file any claim for a particular Tax Return refund relating to any such item based on, or pay a particular Tax that Parent is subject to taxation by that jurisdictionwhich would result in, such inconsistent treatment. (b) All material amounts The parties hereto and, by its acceptance or acquisition of a Share or a beneficial interest therein and continued ownership thereof, a Beneficial Owner and the broker or nominee through which the Beneficial Owner owns its Share (i) agree to furnish the Sponsor and the Administrative Trustee with such representations, forms, documents or information as may be necessary to enable the Trust to comply with its U.S. federal income tax reporting obligations in respect of such Share and other Taxes due and owing to allow the Trust to make the basis adjustments permitted by Parent on or before Section 754 of the date hereof (whether or not shown on any Tax Return) have been fully paid. The unpaid Taxes of Parent did notCode, including information regarding such Beneficial Owner's secondary market transactions in Shares, as well as creations or redemptions of Shares and including information required by Treasury Regulations Section 1.6031(c)-1T and any successor thereto and (ii) direct brokers and nominees to report to the Administrative Trustee the Beneficial Owner's name and address and such other information as may be reasonably requested by the Administrative Trustee for purposes of complying with the Trust's U.S. federal income tax reporting obligations or as necessary to allow the Trust to make the basis adjustments permitted by Section 754 of the date of the Parent Balance SheetCode, materially exceed the reserve for Tax liability (excluding including information required by Treasury Regulations Section 1.6031(c)-1T and any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth on the face of the Parent Balance Sheet. Since the date of the Parent Balance Sheet, Parent has not incurred any material Liability for Taxes outside the Ordinary Course of Businesssuccessor thereto. (c) All material amounts of Taxes that Parent is Except as provided herein, the Tax Matters Partner may, in its sole discretion, cause the Trust to make, or was required by Law to withhold or collect on behalf of its employeesrefrain from making, independent contractors, stockholders, lenders, customers any income or other third parties have been duly tax elections that the Tax Matters Partner reasonably deems necessary or advisable, including, but not limited to, an election pursuant to Section 754 of the Code. The Tax Matters Partner intends to make the election under Section 754 of the Code. The Beneficial Owners recognize and timely withheld intend that the Trust will be classified as a partnership for U.S. income tax purposes, and will not cause the Trust to make an election to be treated as an association taxable as a corporation for U.S. federal income tax purposes pursuant to Treasury Regulations Section 301.7701-3, or collected and have been timely paid any successor provision, or a similar election under any analogous provision for purposes of state or local law. To the extent necessary, the Trust or the Beneficial Owners (as appropriate) will make any election necessary to obtain treatment consistent with the proper Governmental Body or other Person or properly set aside in accounts for this purposeforegoing. (d) There are no Encumbrances for material Taxes (other than Taxes not yet due and payable) upon any If the Trust makes an election pursuant to Section 754 of the assets Code, the Beneficial Owners agree that the basis of ParentShares and property of the Trust shall be determined taking into account the provisions of Sections 734(b) and 743(b) of the Code, and except as required by applicable law the Beneficial Owners shall report the basis of their Shares or any property of the Trust distributed to the Beneficial Owners or their agents in a redemption as equal to the basis reported by the Trust or its agents to such Beneficial Owners. The Beneficial Owners acknowledge that, to the extent any Beneficial Owner is subject to the xxxx-to-market rules of Section 475 of the Code, the basis of Shares and of any property of the Trust, including property distributed to a Beneficial Owner in a redemption, shall be determined, including for purposes of Sections 734(b) and 743(b) of the Code, by treating such xxxx-to-market as having no effect on such basis. (e) No deficiencies Each Beneficial Owner acknowledges that the Trust may report gain or loss and other tax items, including the allocation of basis and adjustments to basis, in reliance upon the assumption that any redemption of a Beneficial Owner's Share is a distribution other than in liquidation of the Beneficial Owner's Share (a "partial redemption"), unless it notifies the Trust or its agent prior to such distribution that such distribution is in liquidation of the Beneficial Owner's Share (a "complete redemption"). The Beneficial Owner agrees to notify the Trust or its agent within 5 Business Days of any distribution of (i) any gain or loss arising from a redemption of a Share by the Beneficial Owner or its agent in exchange for income such property, and (ii) any difference between the tax basis of such property on the books of the Trust immediately prior to the redemption, as such amount is reported to the Beneficial Owner or its agent, and the basis of the distributed property to the Beneficial Owner or its agent (such gain or loss or basis difference, "Section 734(b) items") in a manner sufficient for the Trust to adjust the basis of undistributed property held by the Trust under Section 734(b) of the Code if the Trust makes an election pursuant to Section 754 of the Code. Each Beneficial Owner agrees to determine its basis for tax purposes in any property it or its agent receives from the Trust in consideration for a redemption of Shares by reference to the tax basis of such property on the books of the Trust immediately prior to the redemption, as such amount is reported to the Beneficial Owner or its agent by the Trust, subject to adjustment as required under Section 732 or other material Taxes with respect to Parent have been claimed, proposed or assessed by any Governmental Body in writing. There are no pending or ongoing audits, assessments or other actions for or relating to any liability in respect of a material amount of Taxes of Parent and Parent has not received written notice threatening any such audit, assessment or other action. Neither Parent nor any of its predecessors has waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension of time with respect to any income or other material Tax assessment or deficiencyapplicable law. (f) Parent has not been The Trust shall comply with all applicable withholding and backup withholding tax requirements. The Trust shall request, and each Beneficial Owner shall provide to the Trust, and direct any broker or nominee through which the Beneficial Owner owns its Shares to provide to the Trust, such forms or other documentation as are necessary to establish an exemption from or reduction in withholding tax and backup withholding with respect to each Beneficial Owner, and any representations, forms and documents as shall reasonably be requested by the Trust to assist it in determining the extent of, and in fulfilling, its withholding and backup withholding tax obligations. The Trust shall file any required forms with applicable jurisdictions and, unless an exemption from withholding and backup withholding tax is properly established by a United States real property holding corporation within Beneficial Owner, shall remit amounts withheld with respect to the meaning Beneficial Owner to the applicable tax authorities. To the extent that the Administrative Trustee reasonably believes that the Trust is required to withhold and pay over any amounts (including taxes, interest, penalties, assessments or additions to tax) to any tax authority with respect to distributions or allocations to any Beneficial Owner, and the Trust does withhold such amounts, the amounts withheld shall be treated as a distribution of Section 897(c)(2) cash to the Beneficial Owner in the amount of the Code during withholding and shall thereby reduce the amount of cash or other property otherwise distributable to such Beneficial Owner. If an amount required to be withheld is not withheld, the Trust may reduce subsequent distributions by the amount of such required withholding. The consent of the Beneficial Owners shall not be required for any such withholding. In the event of any claimed over-withholding, Beneficial Owners shall be limited to an action against the applicable period specified in Section 897(c)(1)(A)(ii) of the Codejurisdiction. (g) Parent is not By its acceptance of a party beneficial interest in a Share, a Beneficial Owner waives all confidentiality rights, including all confidentiality rights provided by Section 3406(f) of the Code and Treasury Regulations Section 31.3406(f)-1, with respect to any Tax allocation agreementrepresentations, Tax sharing agreementforms, Tax indemnity agreementdocuments or information, and any information contained in such representations, forms or documents, that the Beneficial Owner provides, or similar agreement has previously provided, to any broker or arrangementnominee through which it owns its Shares, other than customary commercial contracts entered into to the extent such representations, forms, documents or information may be necessary to (i) assist the Trust in complying with its withholding tax and backup withholding tax obligations pursuant to Section 4.10(f) of this Agreement or (ii) enable the Ordinary Course Trust to comply with its U.S. federal income tax reporting obligations, or to allow the Trust to make the basis adjustments under Section 754 of Business the principal subject matter Code with respect to such Share, pursuant to Section 4.10(d) of this Agreement. Furthermore, the parties hereto and, by its acceptance of a beneficial interest in a Share, a Beneficial Owner, acknowledge and agree that any broker or nominee through which is not Taxesa Beneficial Owner holds its Shares shall be a third party beneficiary to this Agreement for the purposes set forth in Sections 4.10(b), 4.10(f) and 4.10(g). (h) Parent will not be required to include any material item of income inThe Sponsor, or exclude such other person that is designated by the Sponsor, shall act as the Tax Matters Partner and exercise any material item of deduction fromauthority permitted the Tax Matters Partner under the Code and Treasury Regulations, taxable income for any and take whatever steps the Sponsor, or such other person as is designated by the Sponsor to act as the Tax period (Matters Partner, in its reasonable discretion, deems necessary or portion thereof) ending after the Closing Date as a result of any: desirable to perfect such designation, including (i) change in method of accounting for Tax purposes made on or prior to filing any forms and documents with the Closing Date; Internal Revenue Service, (ii) use retaining ownership of an improper method of accounting Shares for a as long as it acts as the Tax period ending on or prior to Matters Partner as may be required under the Closing Date; Code and Treasury Regulations, and (iii) “closing agreement” taking such other action as described in Section 7121 of may from time to time be required under the Code (or any similar provision of state, local or foreign Law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h) of the Code. (i) Parent has never been (i) a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is Parent) or (ii) a party to any joint venture, partnership, or other arrangement that is treated as a partnership for U.S. federal income Tax purposes. Parent has no Liability for any material Taxes of any Person (other than Parent and Merger Sub) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign Law), or as a transferee or successorRegulations.

Tax Matters. (a) Parent Each of Seller and Cyclacel has timely filed all income Tax Returns and other material Tax Returns that they were it was required to file under applicable LawLegal Requirements. All such Tax Returns are were correct and complete in all material respects and have been prepared in substantial compliance with all applicable LawLegal Requirements. No written claim has ever been made by any Governmental Body in any jurisdiction where Parent does not file a particular Tax Return or pay a particular Tax that Parent is subject to taxation by that jurisdiction. (b) All material amounts of income and other Taxes due and owing by Parent on or before the date hereof Seller and Cyclacel (whether or not shown on any Tax Return) have been fully paidpaid or adequately provided for. The unpaid Taxes Neither Seller nor Cyclacel is currently the beneficiary of Parent did not, as any extension of the date time within which to file any Tax Return. No claim has ever been made by an authority in a jurisdiction where Seller or Cyclacel does not file Tax Returns that any of the Parent Balance Sheet, materially exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth on the face of the Parent Balance Sheet. Since the date of the Parent Balance Sheet, Parent has not incurred any material Liability for Taxes outside the Ordinary Course of Business. (c) All material amounts of Taxes that Parent them is or was required may be subject to taxation by Law to withhold or collect on behalf of its employees, independent contractors, stockholders, lenders, customers or other third parties have been duly and timely withheld or collected and have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purpose. (d) that jurisdiction. There are no Encumbrances liens for material Taxes (other than Taxes not yet due and payable) upon any of the assets of ParentSeller or Cyclacel. (eb) No deficiencies for income Cyclacel has withheld and paid all material Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party. (c) Neither Seller nor Cyclacel has received from any Governmental Body any (i) notice indicating an intent to open an audit or other review, (ii) request for information related to Tax matters, or (iii) material Taxes with respect to Parent have been claimednotice of deficiency or proposed adjustment of or any amount of Tax proposed, proposed asserted, or assessed by any Governmental Body in writing. There are no pending or ongoing audits, assessments or other actions for or relating to any liability in respect of a material amount of Taxes of Parent and Parent has not received written notice threatening any such audit, assessment or other action. against Cyclacel. (d) Neither Parent Seller nor any of its predecessors Cyclacel has waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension of time with respect to any income or other material a Tax assessment or deficiency. (fe) Parent Cyclacel has not filed a consent under section 341(f) of the Code concerning collapsible corporations. Cyclacel is not a party to any Contract that has resulted or would reasonably be expected to result, separately or in the aggregate, in the payment of (i) any “excess parachute payment” within the meaning of section 280G of the Code (or any corresponding provisions of state, local or foreign Tax law) and (ii) any amount that will not be fully deductible as a result of section 162(m) of the Code (or any corresponding provisions of state, local or foreign Tax law). Cyclacel has not been a United States real property holding corporation within the meaning of Section section 897(c)(2) of the Code during the applicable period specified in Section section 897(c)(1)(A)(ii) of the Code. (g) Parent . Cyclacel is not a party to or bound by any Tax allocation agreement, Tax or sharing agreement, Tax indemnity agreement, or similar agreement or arrangement, other than customary commercial contracts entered into in the Ordinary Course of Business the principal subject matter of which is . Cyclacel has (A) not Taxes. (h) Parent will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as been a result of any: (i) change in method of accounting for Tax purposes made on or prior to the Closing Date; (ii) use member of an improper method of accounting for a Tax period ending on or prior to the Closing Date; affiliated group (iii) “closing agreement” as described defined in Section 7121 of the Code (or any similar provision of state, local or foreign Law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h1504(a) of the Code. (i) Parent has never been (i) filing a member of a consolidated, combined or unitary consolidated federal income Tax group Return (other than such a group the common parent of which is Parentwas Cyclacel) or (iiB) a party to any joint venture, partnership, or other arrangement that is treated as a partnership for U.S. federal income Tax purposes. Parent has no Liability for any material the Taxes of any Person (other than Parent and Merger SubCyclacel) under Treasury Regulations Section regulation 1.1502-6 of the Code (or any similar provision of state, local, or foreign Lawlaw), or as a transferee or successor, by contract, or otherwise. (f) The unpaid Taxes of Cyclacel (i) did not, as of the date of the Cyclacel Unaudited Interim Balance Sheet, exceed the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the Cyclacel Unaudited Interim Balance Sheet, and (ii) do not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of Cyclacel in filing its Tax Returns.

Tax Matters. (a) Parent Xcyte has timely filed all income Tax Returns and other material Tax Returns that they were it was required to file under applicable LawLegal Requirements. All such Tax Returns are were correct and complete in all material respects and have been prepared in substantial compliance with all applicable LawLegal Requirements. No written claim has ever been made by any Governmental Body in any jurisdiction where Parent does not file a particular Tax Return or pay a particular Tax that Parent is subject to taxation by that jurisdiction. (b) All material amounts of income and other Taxes due and owing by Parent on or before the date hereof Xcyte (whether or not shown on any Tax Return) have been fully paidpaid or adequately provided for. The unpaid Taxes Xcyte is not currently the beneficiary of Parent did not, as any extension of the date of the Parent Balance Sheet, materially exceed the reserve for time within which to file any Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Return. No claim has ever been made by an authority in a jurisdiction where Xcyte does not file Tax items) set forth on the face of the Parent Balance Sheet. Since the date of the Parent Balance Sheet, Parent has not incurred any material Liability for Taxes outside the Ordinary Course of Business. (c) All material amounts of Taxes Returns that Parent it is or was required may be subject to taxation by Law to withhold or collect on behalf of its employees, independent contractors, stockholders, lenders, customers or other third parties have been duly and timely withheld or collected and have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purpose. (d) that jurisdiction. There are no Encumbrances liens for material Taxes (other than Taxes not yet due and payable) upon any of the assets of ParentXcyte. (eb) No deficiencies for income Xcyte has withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other material Taxes with respect third party. (c) Xcyte has not received from any Governmental Body any (i) notice indicating an intent to Parent have been claimedopen an audit or other review, (ii) request for information related to Tax matters, or (iii) notice of deficiency or proposed adjustment of or any amount of Tax proposed, asserted, or assessed by any Governmental Body in writing. There are no pending or ongoing audits, assessments or other actions for or relating to any liability in respect of a material amount of Taxes of Parent and Parent against Xcyte. (d) Xcyte has not received written notice threatening any such audit, assessment or other action. Neither Parent nor any of its predecessors has waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension of time with respect to any income or other material a Tax assessment or deficiency. (fe) Parent Xcyte has not filed a consent under section 341(f) of the Code concerning collapsible corporations. Xcyte is not a party to any Contract that has resulted or would reasonably be expected to result, separately or in the aggregate, in the payment of (i) any “excess parachute payment” within the meaning of section 280G of the Code (or any corresponding provisions of state, local or foreign Tax law) and (ii) any amount that will not be fully deductible as a result of section 162(m) of the Code (or any corresponding provisions of state, local or foreign Tax law). Xcyte has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (g) Parent is not a party to any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, or similar agreement or arrangement, other than customary commercial contracts entered into in the Ordinary Course of Business the principal subject matter of which is not Taxes. (h) Parent will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for Tax purposes made on or prior to the Closing Date; (ii) use of an improper method of accounting for a Tax period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign Law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h) of the Code. (i) Parent has never been (i) a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is Parent) or (ii) a party to any joint venture, partnership, or other arrangement that is treated as a partnership for U.S. federal income Tax purposes. Parent has no Liability for any material Taxes of any Person (other than Parent and Merger Sub) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign Law), or as a transferee or successor.of

Tax Matters. (a) Parent has timely ABIOMED and each of the Subsidiaries have filed all income Tax Returns tax reports and returns required to be filed by them and have paid or will timely pay all taxes and other charges shown as due on such reports and returns. Neither ABIOMED nor any of the Subsidiaries is delinquent in the payment of any material Tax Returns that they were required tax assessment or other governmental charge (including without limitation applicable withholding taxes). Any provision for taxes reflected in the financial statements referenced in Section 2.6 above is, to file under applicable Law. All such Tax Returns the best knowledge of ABIOMED, adequate for payment of any and all tax liabilities for periods ending on or before March 31, 1997 and there are correct and complete in all material respects and have been prepared in compliance with all applicable Law. No written claim has ever been made by no tax liens on any Governmental Body in any jurisdiction where Parent does assets of ABIOMED or the Subsidiaries except liens for current taxes not file a particular Tax Return or pay a particular Tax that Parent is subject to taxation by that jurisdictionyet due. (b) All material amounts of income and other Taxes due and owing by Parent on or before the date hereof (whether or not shown on any Tax Return) have been fully paid. The unpaid Taxes of Parent did not, Except as of the date of the Parent Balance Sheet, materially exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth on in the face of the Parent Balance Sheet. Since the date of the Parent Balance SheetDisclosure Schedule, Parent there has not incurred been any material Liability for Taxes outside the Ordinary Course audit of Business. (c) All material amounts of Taxes that Parent is any tax return filed by ABIOMED or was required by Law to withhold or collect on behalf of its employees, independent contractors, stockholders, lenders, customers or other third parties have been duly and timely withheld or collected and have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purpose. (d) There are no Encumbrances for material Taxes (other than Taxes not yet due and payable) upon any of the assets Subsidiaries and no audit of Parent. (e) No deficiencies for income or other material Taxes with respect to Parent have any such tax return is in progress and neither ABIOMED nor any Subsidiary has been claimed, proposed or assessed notified by any Governmental Body in writing. There are no pending or ongoing audits, assessments or other actions for or relating to any liability in respect of a material amount of Taxes of Parent and Parent has not received written notice threatening tax authority that any such audit, assessment audit is contemplated or other actionpending. Neither Parent nor ABIOMED knows of no material tax deficiency or claim for additional taxes asserted or threatened to be asserted against ABIOMED or any of its predecessors has waived the Subsidiaries by any statute taxing authority and ABIOMED knows of limitations in respect of no grounds for any income or other material Taxes or agreed to any such assessment. No extension of time with respect to any income date on which a tax return was or other material Tax is to be filed by ABIOMED or any of the Subsidiaries is in force, and no waiver or agreement by ABIOMED or any of the Subsidiaries is in force for the extension of time for the assessment or deficiency. (f) Parent has not been a United States real property holding corporation within payment of any tax. For purposes of this Agreement, the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (g) Parent is not a party to any Tax allocation agreementterm "tax" includes all federal, Tax sharing agreement, Tax indemnity agreement, or similar agreement or arrangement, other than customary commercial contracts entered into in the Ordinary Course of Business the principal subject matter of which is not Taxes. (h) Parent will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for Tax purposes made on or prior to the Closing Date; (ii) use of an improper method of accounting for a Tax period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local and foreign taxes or foreign Law) executed on assessments, including income, sales, gross receipts, excise, use, value added, royalty, franchise, payroll, withholding, property and import taxes and any interest or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h) of the Code. (i) Parent has never been (i) a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is Parent) or (ii) a party to any joint venture, partnership, or other arrangement that is treated as a partnership for U.S. federal income Tax purposes. Parent has no Liability for any material Taxes of any Person (other than Parent and Merger Sub) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign Law), or as a transferee or successorpenalties applicable thereto.

Tax Matters. (a) Parent Each Seller, and any consolidated, combined, unitary or aggregate group for Tax purposes of which any Seller is or has been a member, has timely (taking into account extensions of time to file) filed all income Tax Returns and other material Tax Returns that they were required to file under applicable Law. All be filed by it, and all such Tax Returns are were true, correct and complete complete. Each Seller and each such group has paid all Taxes shown on such Tax Returns or otherwise due. Each Seller has provided adequate accruals (without taking into account any reserve for deferred taxes) in all material respects and the Most Recent Financial Statements for any Taxes that have not been prepared in compliance with all applicable Law. No written claim has ever been made by any Governmental Body in any jurisdiction where Parent does not file a particular Tax Return or pay a particular Tax that Parent is subject to taxation by that jurisdiction. (b) All material amounts of income and other Taxes due and owing by Parent on or before the date hereof (paid, whether or not shown as being due on any Tax Return) have been fully paidReturns. The unpaid Other than Taxes of Parent did not, as of the date of the Parent Balance Sheet, materially exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth on the face of the Parent Balance Sheet. Since the date of the Parent Balance Sheet, Parent has not incurred any material Liability for Taxes outside in the Ordinary Course of Business., no Seller has any liability for unpaid Taxes accruing after the date of the Most Recent Financial Statements. Asset Purchase Agreement 19 (cb) All material amounts None of Taxes that Parent the Acquired Assets is or was required by Law subject to withhold or collect on behalf of its employeesany liens for Taxes, independent contractors, stockholders, lenders, customers or other third parties have been duly and timely withheld or collected and have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purpose. (d) There are no Encumbrances for material Taxes (other than liens for Taxes not yet due and payable. (c) upon Except as set forth in Schedule 3.9, no audit of any Tax Returns of any Seller is being conducted or, to the Knowledge of any Seller, threatened by a Governmental Body. (d) Except as set forth on Schedule 3.9, no extensions of the assets statute of Parentlimitations on the assessment of any Taxes has been granted by any Seller and is currently in effect. (e) No deficiencies for income agreement, contract or other material Taxes with respect arrangement to Parent have been claimed, proposed or assessed by any Governmental Body which RSI is a party may result in writing. There are no pending or ongoing audits, assessments or other actions for or relating to any liability in respect of a material amount of Taxes of Parent and Parent has not received written notice threatening any such audit, assessment or other action. Neither Parent nor any of its predecessors has waived any statute of limitations in respect the payment of any income or other material Taxes or agreed to any extension of time with respect to any income or other material Tax assessment or deficiency. (f) Parent has amount that would not been a United States real property holding corporation within the meaning be deductible by reason of Section 897(c)(2) of the Code during the applicable period specified in 280G or Section 897(c)(1)(A)(ii) 407 of the Code. (gf) Parent No Seller is not or has ever been a party to any Tax tax sharing or tax allocation agreement, Tax sharing nor does any Seller have any liability or potential liability to another person under such agreement. (g) Except as set forth on Schedule 3.9, Tax indemnity agreementno Governmental Body has raised in writing any issue with respect to Taxes which, by application of similar principles, could result in the issuance of a notice of deficiency or similar agreement notice of intention to assess Taxes by any Governmental Body or arrangement, other than customary commercial contracts entered into in the Ordinary Course of Business the principal subject matter of which is not Taxestaxing authority. (h) Parent will not be required to include any material item of income inAll transactions between two or more Sellers, or exclude between any material item of deduction from, taxable income for Seller and any Tax period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for Tax purposes made on or prior to the Closing Date; (ii) use of an improper method of accounting for a Tax period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign Law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h) of the Code. (i) Parent has never been (i) a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is Parent) or (ii) a party to any joint venture, partnershipperson related to, or other arrangement that is treated as under common control with, such Seller, have complied with all applicable rules of law with respect to transfer pricing, except where the failure to comply would not have a partnership for U.S. federal income Tax purposes. Parent has no Liability for any material Taxes of any Person (other than Parent and Merger Sub) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign Law), or as a transferee or successorMaterial Adverse Effect.

Tax Matters. (ai) Parent has Sellers have timely filed all income Tax Returns and other material Tax Returns that they Sellers were required to file under applicable Lawfile. All such Tax Returns are were correct and complete in all material respects and have been prepared in compliance with all applicable Lawrespects. No written claim has ever been made All Taxes owed by any Governmental Body in any jurisdiction where Parent does not file a particular Tax Return or pay a particular Tax that Parent is subject to taxation by that jurisdiction. (b) All material amounts of income and other Taxes due and owing by Parent on or before the date hereof Sellers (whether or not shown on any Tax Return) have been fully paid. The unpaid Taxes of Parent did not, paid unless they are currently being contested in good faith as set forth on §3(k)(i) of the date of the Parent Balance Sheet, materially exceed the Disclosure Schedule and a reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax items) therefore is set forth on the face of the Parent Most Recent Balance Sheet. Since the date Sellers are not beneficiaries of the Parent Balance Sheet, Parent any extension of time within which to file any Tax Return. No claim has ever been made by an authority in a jurisdiction in which Sellers do not incurred any material Liability for Taxes outside the Ordinary Course of Business. (c) All material amounts of Taxes file Tax Returns that Parent is Sellers are or was required may be subject to taxation by Law to withhold or collect on behalf of its employees, independent contractors, stockholders, lenders, customers or other third parties have been duly and timely withheld or collected and have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purpose. (d) that jurisdiction. There are no Encumbrances for material Taxes (other than Taxes not yet due and payable) upon Liens on any of the assets of ParentDivision or Sellers that arose in connection with any failure (or alleged failure) to pay any Tax. (eii) No deficiencies for income Sellers have withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other material third party and all Forms W-2 and 1099 required with respect thereto have been properly completed and timely filed. (iii) Sellers do not, and no officer or director of Sellers or any Subsidiaries of Parent (or any employee responsible for Tax matters expect any authority to assess any additional Taxes with respect to Parent Sellers for any period for which Tax Returns have been claimed, proposed filed. There is no dispute or assessed claim concerning any Tax Liability of Sellers either (A) claimed or raised by any Governmental Body authority in writing. There are no pending writing or ongoing audits(B) as to which Sellers, assessments or other actions for any officer or relating to director of Sellers or any liability in respect of a material amount of Taxes Subsidiaries of Parent (or employees responsible for Tax matters), has Knowledge based upon personal contact with any agent of such authority. §3(k)(iii) of the Disclosure Schedule lists all federal, state, local, and Parent has foreign income Tax Returns filed by Sellers for taxable periods ended on or after September 30, 2002, indicates those Tax Returns that have been audited, and indicates those Tax Returns that currently are the subject of audit. Sellers have delivered or made available to Buyer correct and complete copies of all income Tax Returns, examination reports, and statements of deficiencies assessed against or agreed to by Sellers since September 30, 2002. (iv) Sellers have not received written notice threatening any such audit, assessment or other action. Neither Parent nor any of its predecessors has waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension of time with respect to any income or other material a Tax assessment or deficiency. (fv) Parent has not been a United States real property holding corporation within the meaning of Section 897(c)(2) None of the Code during Assumed Liabilities or the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (g) Parent Termination Payments is, or will become, an obligation to make a payment that is not a party to any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, or similar agreement or arrangement, other than customary commercial contracts entered into in the Ordinary Course of Business the principal subject matter of which is not Taxes. (h) Parent will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for Tax purposes made on or prior to the Closing Date; (ii) use of an improper method of accounting for a Tax period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121 of the deductible under Code (or any similar provision of state, local or foreign Law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h) of the Code. (i) Parent has never been (i) a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is Parent) or (ii) a party to any joint venture, partnership, or other arrangement that is treated as a partnership for U.S. federal income Tax purposes. Parent has no Liability for any material Taxes of any Person (other than Parent and Merger Sub) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign Law), or as a transferee or successor.§280G.

Tax Matters. (a) Parent has The Buyer and each of its Subsidiaries have timely filed with the appropriate taxing authorities all income Tax Returns and other material Tax Returns that they were required to file be filed by any of them under applicable Laws, other than Tax Returns that are not yet due or for which a request for extension was timely filed consistent with requirements of applicable Law. All such Tax Returns are correct correct, accurate and complete in all material respects and have been prepared in substantial compliance with all applicable LawLaws. No written claim has ever been made by any Governmental Body in any jurisdiction where Parent does not file a particular Tax Return or pay a particular Tax that Parent is subject to taxation by that jurisdiction. (b) All material amounts of income and other Taxes due and owing by Parent on Buyer or before the date hereof any of its Subsidiaries (whether or not shown on any Tax Return) have been fully paid. The unpaid timely paid over to the appropriate taxing authority other than Taxes of Parent did not, as of the date of the Parent Balance Sheet, materially exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth that have been reserved or accrued on the face balance sheet of the Parent Balance SheetBuyer and which Buyer is contesting in good faith. Since the date No written claim has been made by any Governmental Authority in a jurisdiction where Buyer or any of the Parent Balance Sheet, Parent has its Subsidiaries does not incurred file Tax Returns that Buyer or any material Liability for Taxes outside the Ordinary Course of Business. (c) All material amounts of Taxes that Parent its Subsidiaries is or was required may be subject to taxation by Law to withhold or collect on behalf of its employees, independent contractors, stockholders, lenders, customers or other third parties have been duly and timely withheld or collected and have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purpose. (d) that jurisdiction. There are no Encumbrances Liens for material Taxes (other than Taxes not yet due and payablepayable or that are being contested in good faith through appropriate proceedings) upon any of the assets of ParentBuyer or any of its Subsidiaries. (eb) No deficiencies for income foreign, federal, state, or other material Taxes local Tax audits or administrative or judicial Tax proceedings are currently being conducted or, to Buyer’s Knowledge, pending with respect to Parent Buyer or any of its Subsidiaries. Other than with respect to audits that have already been claimedcompleted and resolved, neither Buyer nor any of its Subsidiaries has received from any foreign, federal, state, or local taxing authority (including jurisdictions where Buyer and/or any of its Subsidiaries have not filed Tax Returns) any written (i) notice indicating an intent to open an audit or other review, (ii) request for information related to Tax matters, or (iii) notice of deficiency or proposed adjustment for any amount of Tax proposed, asserted, or assessed by any Governmental Body taxing authority, in writing. There are no pending each case, against Buyer or ongoing audits, assessments or other actions for or relating to any liability in respect of a material amount of Taxes of Parent and Parent has not received written notice threatening any such audit, assessment or other action. Neither Parent nor any of its predecessors has waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension of time with respect to any income or other material Tax assessment or deficiencySubsidiaries. (f) Parent has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (g) Parent is not a party to any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, or similar agreement or arrangement, other than customary commercial contracts entered into in the Ordinary Course of Business the principal subject matter of which is not Taxes. (h) Parent will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for Tax purposes made on or prior to the Closing Date; (ii) use of an improper method of accounting for a Tax period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign Law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h) of the Code. (i) Parent has never been (i) a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is Parent) or (ii) a party to any joint venture, partnership, or other arrangement that is treated as a partnership for U.S. federal income Tax purposes. Parent has no Liability for any material Taxes of any Person (other than Parent and Merger Sub) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign Law), or as a transferee or successor.

Tax Matters. (a) Parent Seller has timely filed all income Tax Returns and other material Tax Returns that they were required to file under applicable Lawbe filed relating to the ownership and operation of the Transferred Assets. All such Tax Returns are were correct and complete in all material respects and have been prepared in compliance with all applicable Lawrespects. No written claim has ever been made by any Governmental Body in any jurisdiction where Parent does not file a particular Tax Return or pay a particular Tax that Parent is subject to taxation by that jurisdiction. (b) All material amounts Taxes relating to the ownership and operation of income and other Taxes due and owing the Transferred Assets owed by Parent on or before the date hereof Seller (whether or not shown on any Tax ReturnReturns) have been fully paid. The unpaid Taxes of Parent did not, Except as of the date of the Parent Balance Sheet, materially exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth on Schedule 6.15(a), Seller is not the face beneficiary of any extension of time within which to file any Tax Return relating to the ownership and operation of the Parent Balance SheetTransferred Assets. Since the date Seller is not a party to any dispute or claim concerning any Tax Liability of Seller relating to Seller’s ownership and operation of the Parent Balance SheetTransferred Assets. No claim has ever been made by an authority in a jurisdiction where Seller does not file Tax Returns relating to the ownership and operation of the Transferred Assets that it is or may be subject to taxation by that jurisdiction. There are no security interests on any of the Transferred Assets of Seller that arose in connection with any failure (or alleged failure) to pay any Tax. (b) Seller has withheld and paid all Taxes relating to the ownership and operation of the Transferred Assets required to have been withheld and paid in connection with amounts paid or owing to any Employee, Parent has not incurred any material Liability for Taxes outside independent contractor, creditor, stockholder, or other third party through the Ordinary Course of BusinessEffective Time. (c) All material amounts of Taxes that Parent is or was required by Law to withhold or collect on behalf of its employees, independent contractors, stockholders, lenders, customers or other third parties have been duly and timely withheld or collected and have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purpose. (d) There are no Encumbrances for material Taxes (other than Taxes not yet due and payable) upon any None of the assets of Parent. (e) No deficiencies for income or other material Taxes with respect Transferred Liabilities is an obligation to Parent have been claimed, proposed or assessed by any Governmental Body in writing. There are no pending or ongoing audits, assessments or other actions for or relating to any liability in respect of make a material amount of Taxes of Parent and Parent has payment that will not received written notice threatening any such audit, assessment or other action. Neither Parent nor any of its predecessors has waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension of time with respect to any income or other material Tax assessment or deficiency. (f) Parent has not been a United States real property holding corporation within the meaning of be deductible under Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) 280G of the Code. (gd) Parent is not a party With respect to any Tax allocation agreementthe Transferred Assets and the Transferred Liabilities, Tax sharing agreementSeller has obtained all necessary completed and executed Internal Revenue Service Forms W-8 or W-9, Tax indemnity agreementas applicable, or similar agreement or arrangement, other than customary commercial contracts entered into in from the Ordinary Course of Business the principal subject matter of which is not Taxesappropriate Persons. (he) Parent will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for Tax purposes made on or prior With respect to the Closing Date; (ii) use of an improper method of accounting for a Tax period ending on or prior to Transferred Assets and the Closing Date; (iii) “closing agreement” as described in Section 7121 of the Code (or any similar provision of stateTransferred Liabilities, local or foreign Law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application Seller has complied with all applicable provisions of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h) 1471 through 1474 of the Code. (i) Parent has never been (i) a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is Parent) or (ii) a party to any joint venture, partnership, or other arrangement that is treated as a partnership for U.S. federal income Tax purposes. Parent has no Liability for any material Taxes of any Person (other than Parent and Merger Sub) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign Law), or as a transferee or successor.

Tax Matters. All federal, state, county, local and foreign taxes, including without limitation, income, gross receipts, excise, import, ad valorem, property, franchise, license, sales, use, payroll, severance and windfall profits taxes, including any penalty, addition to tax, interest, assessment or other charge imposed thereon (a) Parent has timely filed collectively, “Taxes”), due and payable by Seller with respect to the Painting for any period ending prior to the Closing Date have been paid in full, except for those current taxes not yet due. There are no federal, state or local tax Encumbrances upon any of the Painting, and the Painting will be conveyed to the Buyer free and clear of all income such Encumbrances. All Tax Returns and other material Tax Returns that they were required to file under applicable Lawbe filed by or with respect to Seller prior to the Closing Date have been filed and all Taxes due as shown thereon have been paid. All such Tax Returns are true, correct and complete and accurately set forth all items to the extent required to be reflected or incurred in all material respects and such Tax Returns by applicable Legal Requirements. No issues have been prepared in compliance with all applicable Law. No written claim has ever been made raised (or are currently pending) by any Governmental Body Authority the adverse determination of which could result in an Encumbrance upon the Painting. No waivers of statutes of limitations as to any jurisdiction where Parent does not file a particular Tax Return or pay a particular Tax that Parent is subject to taxation by that jurisdiction. (b) All material amounts of income and other Taxes due and owing by Parent on or before the date hereof (whether or not shown on any Tax Return) tax matters have been fully paidgiven or requested with respect to Seller. The unpaid Seller has withheld and paid all Taxes of Parent did notrequired to have been withheld and paid in connection with amounts paid or owing to any employee, as of the date of the Parent Balance Sheet, materially exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth on the face of the Parent Balance Sheet. Since the date of the Parent Balance Sheet, Parent has not incurred any material Liability for Taxes outside the Ordinary Course of Business. (c) All material amounts of Taxes that Parent is or was required by Law to withhold or collect on behalf of its employeescreditor, independent contractors, stockholders, lenders, customers contractor or other third parties have party and no person treated as an independent contractor has been duly and timely withheld or collected and have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purpose. (d) There are no Encumbrances for material Taxes (other than Taxes not yet due and payable) upon any of the assets of Parent. (e) No deficiencies for income or other material Taxes with respect to Parent have been claimed, proposed or assessed reclassified as an employee by any Governmental Body in writinggovernmental authority. There are no pending or ongoing audits, assessments or other actions for or relating to any liability in respect of a material amount of Taxes of Parent and Parent has not received written notice threatening any such audit, assessment or other action. Neither Parent nor any of its predecessors has waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension of time with respect to any income or other material Tax assessment or deficiency. (f) Parent has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (g) Parent Seller is not a party to any Tax allocation agreement, or Tax sharing agreement, . There is no obligation to file Tax indemnity agreement, or similar agreement or arrangement, other than customary commercial contracts entered into Returns in the Ordinary Course of Business the principal subject matter of any jurisdiction in which Seller currently is not Taxes. (h) Parent will filing such Tax Returns. Seller is not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after a “foreign person” within the Closing Date as a result of any: (i) change in method of accounting for Tax purposes made on or prior to the Closing Date; (ii) use of an improper method of accounting for a Tax period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign Law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application meaning of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h1445(f)(3) of the Code. (i) Parent has never been (i) a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is Parent) or (ii) a party to any joint venture, partnership, or other arrangement that is treated as a partnership for U.S. federal income Tax purposes. Parent has no Liability for any material Taxes of any Person (other than Parent and Merger Sub) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign Law), or as a transferee or successor.

Tax Matters. (a) Parent BWFG has timely filed all income Tax Returns and other material Tax Returns that they were it was required to file under applicable Lawlaws and regulations, other than Tax Returns that are not yet due or for which a request for extension was filed. All such Tax Returns are were correct and complete in all material respects and have been prepared in substantial compliance with all applicable Lawlaws and regulations. No written claim has ever been made by any Governmental Body in any jurisdiction where Parent does not file a particular Tax Return or pay a particular Tax that Parent is subject to taxation by that jurisdiction. (b) All material amounts of income and other Taxes due and owing by Parent on or before the date hereof BWFG (whether or not shown on any Tax Return) have been fully paid. The unpaid paid other than Taxes of Parent did not, as of the date of the Parent Balance Sheet, materially exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth that have been reserved or accrued on the face balance sheet of BWFG and which BWFG is contesting in good faith. BWFG is not the Parent Balance Sheetbeneficiary of any extension of time within which to file any Tax Return, and neither BWFG nor any of its subsidiaries currently has any open tax years. Since the date of the Parent Balance Sheet, Parent No claim has ever been made by an authority in a jurisdiction where BWFG does not incurred any material Liability for Taxes outside the Ordinary Course of Business. (c) All material amounts of Taxes file Tax Returns that Parent it is or was required may be subject to taxation by Law to withhold or collect on behalf of its employees, independent contractors, stockholders, lenders, customers or other third parties have been duly and timely withheld or collected and have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purpose. (d) that jurisdiction. There are no Encumbrances liens for material Taxes (other than Taxes not yet due and payable) upon any of the assets of ParentBWFG. (eb) BWFG has withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, shareholder, or other third party. (c) No deficiencies for income foreign, federal, state, or other material Taxes local tax audits or administrative or judicial Tax proceedings are being conducted or to the Knowledge of BWFG are pending with respect to Parent have been claimedBWFG. BWFG has not received from any foreign, federal, state, or local taxing authority (including jurisdictions where BWFG has not filed Tax Returns) any (i) notice indicating an intent to open an audit or other review, (ii) request for information related to Tax matters, or (iii) notice of deficiency or proposed adjustment for any amount of Tax proposed, asserted, or assessed by any Governmental Body in writing. There are no pending or ongoing audits, assessments or other actions for or relating to any liability in respect of a material amount of Taxes of Parent and Parent has not received written notice threatening any such audit, assessment or other action. Neither Parent nor any of its predecessors has waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension of time with respect to any income or other material Tax assessment or deficiencytaxing authority against BWFG. (f) Parent has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (g) Parent is not a party to any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, or similar agreement or arrangement, other than customary commercial contracts entered into in the Ordinary Course of Business the principal subject matter of which is not Taxes. (h) Parent will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for Tax purposes made on or prior to the Closing Date; (ii) use of an improper method of accounting for a Tax period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign Law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h) of the Code. (i) Parent has never been (i) a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is Parent) or (ii) a party to any joint venture, partnership, or other arrangement that is treated as a partnership for U.S. federal income Tax purposes. Parent has no Liability for any material Taxes of any Person (other than Parent and Merger Sub) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign Law), or as a transferee or successor.

Tax Matters. (a) On or before the Closing Date, Parent has will have timely filed all income Tax Returns that it will have been required to file on or before the Closing Date and will have paid in full all Taxes required to be paid by it on or before the Closing Date as disclosed by such Tax Returns and other material said Tax Returns that they were required to file under applicable Law. All such Tax Returns are will be true, correct and complete in all material respects respects. Parent has not requested any extension of time within which to file any Tax Return, which Tax Return has not since been filed, nor between the date hereof and have been prepared in compliance with all applicable Lawthe Effective Time will Parent request any extension of time within which to file any Tax Return without promptly delivering to the Company a copy of such request. No written claim As of immediately before the Effective Time, there will be no Liens for Taxes on any of Parent’s assets other than Permitted Liens. Parent has not ever been made by any Governmental Body in any jurisdiction where Parent does not a member of a group of corporations that file a particular consolidated Tax Return for federal income Taxes or pay a particular Tax that member of an affiliated group other than a group of which Parent is subject to taxation by that jurisdictionthe common parent. (b) All Parent has, and by the Closing will have, complied with all Laws relating to the withholding of Taxes required to be paid or withheld by Parent in all respects and has, within the manner prescribed by applicable Law, withheld from its employees, customers and any applicable payees and paid over to the proper Governmental Agencies all material amounts of income required to be withheld and other Taxes due and owing by Parent on or before the date hereof (whether or not shown on any Tax Return) have been fully paid. The unpaid Taxes of Parent did not, as of the date of the Parent Balance Sheet, materially exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth on the face of the Parent Balance Sheet. Since the date of the Parent Balance Sheet, Parent has not incurred any material Liability for Taxes outside the Ordinary Course of Businesspaid over. (c) All material amounts of Taxes that Parent is or was required by Law to withhold or collect on behalf of its employees, independent contractors, stockholders, lenders, customers or other third parties have been duly and timely withheld or collected and have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purpose. (d) There are no Encumbrances for material Taxes (other than Taxes not yet due and payable) upon any of the assets of Parent. (e) No deficiencies for income or other material Taxes with respect to Parent have been claimed, proposed or assessed by any Governmental Body in writing. There are no pending or ongoing audits, assessments or other actions for or relating to any liability in respect of a material amount of Taxes of Parent and Parent has not received written notice threatening any such audit, assessment or other action. Neither Parent nor any of its predecessors has waived any statute of limitations in respect of any income or other material Taxes or otherwise agreed to any extension of time with respect to any income or other material Tax an assessment or deficiencycollection of Taxes which is still effective; no Proceedings with the Internal Revenue Service or a state, local or foreign taxing authority are presently pending with regard to Taxes of Parent; Parent has not received written notice of any impending audit relating to the Taxes of Parent which has not yet commenced; and no deficiency for any Taxes required to be paid by Parent has been proposed, asserted or assessed against Parent which has not been resolved and paid in full. (f) Parent has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (gd) Parent is not a party to any Tax allocation agreement, or Tax sharing agreement, Tax indemnity agreement, or similar agreement or arrangement, other than customary commercial contracts entered into in the Ordinary Course of Business the principal subject matter of which is not Taxes. (he) Parent will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for Tax purposes made on or prior to the Closing Date; (ii) use of an improper method of accounting for a Tax period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign Law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made ever been and is not currently liable to pay any election under Section 965(h) of the Code. (i) Parent has never been (i) a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is Parent) or (ii) a party to any joint venture, partnershiptax to, or other arrangement that is treated as a partnership for U.S. federal income file any Tax purposes. Parent has no Liability for Return with, any material Taxes of any Person (other than Parent and Merger Sub) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign Law), or as a transferee or successorGovernmental Agency.

Tax Matters. (a) Parent Other than with respect to Taxes being contested in good faith as permitted under this Agreement, Borrower has timely filed all income Tax Returns respective federal, state, local and other material Tax Returns that they were foreign tax returns, declarations of estimated tax, tax reports, information returns and statements (collectively, the “Returns”) required to file under applicable Lawbe filed by it prior to the date hereof (other than those for which extensions shall have been granted prior to the date hereof) relating to (i) any federal Taxes and (ii) any other Taxes in any material amount. All such Tax The Returns are were complete and correct and complete in all material respects and have been prepared in compliance with all applicable Law. No written claim has ever been made by Taxes shown on the Returns to be due were timely paid. (a) As of the date hereof, there are no pending or, to the best of Borrower’s knowledge, any Governmental Body in threatened tax audits of any jurisdiction where Parent does not file a particular Tax Return or pay a particular Tax that Parent is subject to taxation by that jurisdictionReturns. (b) All material amounts of income and No tax Encumbrances (other than for current Taxes not yet due and owing by Parent on or before the date hereof (whether or not shown on any Tax Returnpayable and Taxes being contested in good faith) have been fully paid. The unpaid Taxes of Parent did notfiled and no deficiency in Tax has been proposed, as of the date of the Parent Balance Sheet, materially exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth on the face of the Parent Balance Sheet. Since the date of the Parent Balance Sheet, Parent has not incurred any material Liability for Taxes outside the Ordinary Course of Businessassessed or asserted in writing against Borrower. (c) All material amounts of Borrower has timely withheld and paid all Taxes that Parent is or was required by Law to withhold or collect on behalf of its employees, independent contractors, stockholders, lenders, customers or other third parties have been duly withheld and timely withheld paid by it in connection with any amounts paid or collected and have been timely paid owing to the proper Governmental Body or other Person or properly set aside in accounts for this purposeany employee of Borrower. (d) There are no Encumbrances for material Taxes (Borrower has never been a member of an affiliated group within the meaning of Section 1504 of the Code, or filed or been included in a combined, consolidated or unitary return other than Taxes not yet due an affiliated group (and payablerelated return) upon any of in which Borrower is the assets of Parentcommon parent. (e) No deficiencies Borrower is not liable for income or Taxes of any other material Taxes Person (other than its Subsidiaries), and Borrower is not under any contractual obligation to indemnify any Person with respect to Parent have been claimedTaxes, proposed or assessed by nor a party to any Governmental Body in writing. There are no pending or ongoing audits, assessments tax sharing agreement or other actions agreement providing for or relating to any liability in respect of a material amount of Taxes of Parent and Parent has not received written notice threatening any such audit, assessment or other action. Neither Parent nor any of its predecessors has waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension of time payments by Borrower with respect to any income or other material Tax assessment or deficiencyTaxes. (f) Parent has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (g) Parent Borrower is not a party to any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, or similar agreement or arrangement, other than customary commercial contracts entered into in the Ordinary Course of Business the principal subject matter of which is not Taxes. (h) Parent will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for Tax purposes made on or prior to the Closing Date; (ii) use of an improper method of accounting for a Tax period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign Law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h) of the Code. (i) Parent has never been (i) a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is Parent) or (ii) a party to any joint venture, partnership, partnership or other arrangement or contract that is could be treated as a partnership for U.S. federal income Tax tax purposes. Parent has no Liability for any material Taxes of any Person (other than Parent and Merger Sub) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign Law), or as a transferee or successor.

Tax Matters. (ai) Parent Each Target has timely filed all income Tax Returns and other material Tax Returns that they were it was required to file under applicable Lawall Applicable Laws and regulations. All such Tax Returns are were correct and complete in all material respects and have been were prepared in substantial compliance with all applicable LawApplicable Laws and regulations. No written claim has ever been made by any Governmental Body in any jurisdiction where Parent does not file a particular Tax Return or pay a particular Tax that Parent is subject to taxation by that jurisdiction. (b) All material amounts of income and other Taxes due and owing by Parent on or before the date hereof each Target (whether or not shown on any Tax Return) have been fully paid. No Target currently is the beneficiary of any extension of time within which to file any Tax Return. No written claim has ever been made by an authority in a jurisdiction where any Target does not file Tax Returns that any Target is or may be subject to taxation by that jurisdiction. There are no Liens for Taxes (other than Taxes not yet due and payable or being contested in good faith) upon any of the assets of any Target. (ii) Each Target has withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party. (iii) No Target has received in writing a notice that federal, state, local, or non-U.S. tax audits or administrative or judicial Tax proceedings are pending or being conducted with respect to any Target. No Target has received from any federal, state, local, or non-U.S. taxing authority (including jurisdictions where Targets have not filed Tax Returns) any (i) written notice indicating an intent to open an audit or other review, (ii) request for information related to Tax matters, or (iii) notice of deficiency or proposed adjustment for any amount of Tax proposed, asserted, or assessed by any taxing authority against any Target. Section 4(k)(iii) of the Disclosure Schedule lists all federal, state, local, and non-U.S. Income Tax Returns filed with respect to any Target for taxable periods ended on or after December 31, 2017. Sellers have delivered to Buyer correct and complete copies of all federal Income Tax Returns, examination reports, and statements of deficiencies assessed against or agreed to by any Target filed or received since December 31, 2016. (iv) No Target has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. (v) No Target is a party to any agreement, contract, arrangement or plan that has resulted or could result, separately or in the aggregate, in the payment of any “excess parachute payment” within the meaning of Code Section 280G (or any corresponding provision of state, local, or non-U.S. Tax law) as a result of the consummation of the transactions contemplated by this Agreement (whether alone or in connection with any other event). Each Target has disclosed on their federal Income Tax Returns all positions taken therein that could give rise to a substantial understatement of federal Income Tax within the meaning of Code Section 6662. No Target is a party to or bound by any Tax allocation or sharing agreement. No Target (A) has been a member of an Affiliated Group filing a consolidated federal Income Tax Return or (B) has any Liability for the Taxes of any Person under Reg. Section 1.1502-6 (or any similar provision of state, local, or non-U.S. law), as a transferee or successor, by contract, or otherwise. (vi) The unpaid Taxes of Parent each Target (A) did not, as of the date of the Parent Balance SheetMost Recent Fiscal Month End, materially exceed the reserve for Tax liability Liability (excluding rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax itemsincome) set forth on the face of the Parent Most Recent Balance SheetSheet (rather than in any notes thereto) and (B) do not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of each Target in filing their Tax Returns. Since the date of the Parent Most Recent Balance Sheet, Parent no Target has not incurred any material Liability liability for Taxes arising from extraordinary gains or losses, as that term is used in GAAP, outside the Ordinary Course of BusinessBusiness consistent with past custom and practice. (c) All material amounts of Taxes that Parent is or was required by Law to withhold or collect on behalf of its employees, independent contractors, stockholders, lenders, customers or other third parties have been duly and timely withheld or collected and have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purpose. (d) There are no Encumbrances for material Taxes (other than Taxes not yet due and payable) upon any of the assets of Parent. (evii) No deficiencies for income or other material Taxes with respect to Parent have been claimed, proposed or assessed by any Governmental Body in writing. There are no pending or ongoing audits, assessments or other actions for or relating to any liability in respect of a material amount of Taxes of Parent and Parent has not received written notice threatening any such audit, assessment or other action. Neither Parent nor any of its predecessors has waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension of time with respect to any income or other material Tax assessment or deficiency. (f) Parent has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (g) Parent is not a party to any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, or similar agreement or arrangement, other than customary commercial contracts entered into in the Ordinary Course of Business the principal subject matter of which is not Taxes. (h) Parent Target will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax taxable period (or portion thereof) ending after the Closing Date as a result of any: : (i1) change in method of accounting for Tax purposes made a taxable period ending on or prior to the Closing Date; ; (ii2) use of an improper method of accounting for a Tax taxable period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign Law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h) of the Code. (i) Parent has never been (i) a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is Parent) or (ii) a party to any joint venture, partnership, or other arrangement that is treated as a partnership for U.S. federal income Tax purposes. Parent has no Liability for any material Taxes of any Person (other than Parent and Merger Sub) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign Law), or as a transferee or successor.;

Tax Matters. (a) Parent The Seller and its subsidiaries has timely filed all income Tax Returns and other material Tax Returns that they were it was required to file under applicable Lawfile. All such Tax Returns are correct and complete in as so filed disclose all material respects and have been prepared in compliance with all applicable LawTaxes required to be paid for the periods covered thereby. No written claim has ever been made by any Governmental Body in any jurisdiction where Parent does not file a particular Tax Return or pay a particular Tax that Parent is subject to taxation by that jurisdiction. (b) All material amounts of income and other Taxes due and owing by Parent on or before the date hereof Seller (whether or not shown on any Tax Return) have been fully paid. The unpaid Taxes Seller is not currently is the beneficiary of Parent did not, as any extension of the date of the Parent Balance Sheet, materially exceed the reserve for time within which to file any Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth on the face of the Parent Balance SheetReturn. Since the date of the Parent Balance Sheet, Parent has not incurred any material Liability for Taxes outside the Ordinary Course of Business. (c) All material amounts of Taxes that Parent is or was required by Law to withhold or collect on behalf of its employees, independent contractors, stockholders, lenders, customers or other third parties have been duly and timely withheld or collected and have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purpose. (d) There are no Encumbrances Liens for material Taxes (other than Taxes not yet due and payable) upon any of the assets of Parentthe Seller. The Seller has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party, and all Tax Returns and form required with respect thereto have been properly completed and timely filed. Upon and after the acquisition of the Purchased Property by Buyer, Buyer will have no, and will not be subject to any, liability, as a successor or otherwise, for or with respect to any Taxes of or pertaining to (i) Seller or (ii) Focus Factor for any period or transactions arising on or before the Closing. (eb) No deficiencies for There is no material dispute or claim concerning any Tax liability of the Seller either (A) claimed or raised by any authority in writing or (B) to the knowledge of the Seller. (c) Section 5.7 of the Disclosure Schedule lists all federal, state, local, and foreign income or other material Taxes Tax Returns filed with respect to Parent the Seller for taxable periods ended on or after December 31, 2010, indicates those Tax Returns that have been claimedaudited, proposed and indicates those Tax Returns that currently are the subject of audit. The Seller has delivered to Buyer correct and complete copies of all federal income Tax Returns, examination reports, and statements of deficiencies assessed against or assessed agreed to by any Governmental Body in writingthe Seller since December 31, 2010. There are no pending or ongoing audits, assessments or other actions for or relating to any liability in respect of a material amount of Taxes of Parent and Parent The Seller has not received written notice threatening any such audit, assessment or other action. Neither Parent nor any of its predecessors has waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension of time with respect to any income or other material a Tax assessment or deficiency. (fd) Parent The Seller has not been made any material payments, is not obligated to make any material payments, and is not a United States real property holding corporation within the meaning of Section 897(c)(2) of the party to any agreement that under certain circumstances could obligate it to make any material payments that will not be deductible under Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (g) Parent section 280G. The Seller is not a party to any Tax allocation agreement, Tax or sharing agreement, Tax indemnity agreement, or similar agreement or arrangement, other than customary commercial contracts entered into in the Ordinary Course of Business the principal subject matter of which is not Taxes. . The Seller (hA) Parent will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for Tax purposes made on or prior to the Closing Date; (ii) use of an improper method of accounting for a Tax period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign Law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h) of the Code. (i) Parent has never been (i) a member of an affiliated group (within the meaning of Code section 1504(a)) filing a consolidated, combined or unitary consolidated federal income Tax group Return (other than such a group the common parent of which is Parentwas the Seller) or and (iiB) a party to does not have any joint venture, partnership, or other arrangement that is treated as a partnership liability for U.S. federal income Tax purposes. Parent has no Liability for any material the Taxes of any Person (other than Parent and Merger Sub) under Treasury Regulations Section section 1.1502-6 (or any similar provision of state, local, or foreign Lawlaw), or as a transferee or successor, by contract, or otherwise. (e) The unpaid Taxes of the Seller (A) did not, as of the most recent fiscal month end, exceed the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the most recent Financial Statements (rather than in any notes thereto) and (B) will not exceed that reserve as adjusted for operations and transactions through the Closing Date in accordance with the past custom and practice of the Seller in filing its Tax Returns. (f) The Seller does not have any subsidiaries. (g) The Seller has not distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Code section 355 or Code section 361. (h) At all times since its formation, Seller has been classified as a partnership for federal income Tax purposes.

Tax Matters. (a) Parent There are no Liabilities for Taxes relating to the Business, including Taxes relating to prior periods, other than those for which Seller has timely adequately reserved funds for payment. Seller has duly filed when due all income Tax Returns and other material Tax Returns that they were required to file under applicable Lawbe filed by or with respect to Seller, including in connection with and in respect of the Business and the assets and employees related thereto. All such Tax Returns have been properly prepared and timely filed and are true, correct and complete in all material respects and have been prepared completed in compliance accordance with all applicable Law. No written claim has ever been made by any Governmental Body in any jurisdiction where Parent does not file a particular Tax Return or pay a particular Tax that Parent is subject to taxation by that jurisdiction. (b) All material amounts of income and other Taxes due and owing by Parent on or before the date hereof Seller (whether or not shown or required to be shown on any Tax Return) have been fully paidtimely paid and discharged. The unpaid Seller has withheld and paid all Taxes of Parent did not, as of the date of the Parent Balance Sheet, materially exceed the reserve for Tax liability (excluding required to be withheld and paid in connection with any reserve for deferred Taxes established amounts paid or owing to reflect timing differences between book and Tax items) set forth on the face of the Parent Balance Sheet. Since the date of the Parent Balance Sheet, Parent has not incurred any material Liability for Taxes outside the Ordinary Course of Business. (c) All material amounts of Taxes that Parent is or was required by Law to withhold or collect on behalf of its employeesemployee, independent contractorscontractor, stockholderscreditor, lenders, customers stockholder or other third parties have been duly party, and timely withheld or collected and have been timely paid has otherwise complied in all material respects with applicable Law relating to the proper Governmental Body or other Person or properly set aside in accounts payment and withholding of Taxes. Seller has made available to Buyer accurate and complete copies of all of its Tax reports and Tax Returns relating to the Business for this purpose. (d) There all periods, except those periods for which returns are no Encumbrances for material Taxes (other than Taxes not yet due and payable) upon any of the assets of Parent. (e) due. No deficiencies for income or other material Taxes with respect to Parent have been claimed, proposed or assessed by any Governmental Body in writing. There are no pending or ongoing audits, assessments or other actions for Tax Return concerning or relating to Seller or its operations has been audited or examined by a government or taxing authority for any liability period after December 31, 2000, nor is any audit or examination in respect of a material amount of Taxes of Parent process or pending, and Parent has not received written notice threatening any such audit, assessment or other action. Neither Parent nor any of its predecessors has waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension of time with respect to any income or other material Tax assessment or deficiency. (f) Parent Seller has not been a United States real property holding corporation within the meaning notified of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (g) Parent any request for such an audit or other examination. To its Knowledge, Seller is not a party to any Action for assessment or collection of Taxes. No claim has been made by a taxing authority in a jurisdiction where Tax Returns concerning or relating to the Business or the Purchased Assets have not been filed such that it is or may be subject to taxation by that jurisdiction. Seller has not received any notice of any Tax deficiency outstanding, proposed or assessed against or allocable to it in respect of the Business, its assets or employees, and has not executed any waiver of any statute of limitations on the assessment or collection of any Tax or executed or filed with any Governmental Body any Contract now in effect extending the period for assessment or collection of any Taxes against it in respect of the Business, its assets or employees. There are no Encumbrances for Taxes upon, or pending or Threatened against, any Purchased Asset. Seller is not subject to any Tax allocation agreement, Tax or sharing agreement, Tax indemnity agreement, or similar agreement or arrangement, other than customary commercial contracts entered into in Contract relating to the Ordinary Course of Business the principal subject matter of which is not Taxes. (h) Parent will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any: Business. Seller (i) change in method of accounting for Tax purposes made on or prior to the Closing Date; (ii) use of an improper method of accounting for a Tax period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign Law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h) of the Code. (i) Parent has never been (i) a member of an Affiliated Group filing a consolidated, combined or unitary consolidated federal income Tax group Return (other than such a group the common parent of which is Parentwas Seller) or (ii) a party to any joint venture, partnership, or other arrangement that is treated as a partnership for U.S. federal income Tax purposes. Parent has no Liability for any material the Taxes of any Person (other than Parent and Merger Sub) under Treasury Regulations Treas. Reg. Section 1.1502-6 (or any similar provision of stateLaw, local, or foreign Law), or as a transferee or successor, by Contract, or otherwise.

Tax Matters. (a) Parent Each of FBMS and its Subsidiaries has timely filed all income Tax Returns and other material Tax Returns that they were it was required to file under applicable Laws, other than Tax Returns that are not yet due or for which a request for extension was timely filed consistent with requirements of applicable Law. All such Tax Returns are were true, correct and complete in all material respects and have been prepared in compliance with all applicable Lawrespects. No written claim has ever been made by any Governmental Body in any jurisdiction where Parent does not file a particular Tax Return or pay a particular Tax that Parent is subject to taxation by that jurisdiction. (b) All material amounts of income and other Taxes due and owing by Parent on FBMS or before the date hereof any of its Subsidiaries (whether or not shown on any Tax Return) have been fully and timely paid. The unpaid Taxes Since January 1, 2016, neither FBMS nor any of Parent did not, as its Subsidiaries has received written notice of the date of the Parent Balance Sheet, materially exceed the reserve for any claim by any Governmental Authority in a jurisdiction where FBMS or such Subsidiary does not file Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth on the face of the Parent Balance Sheet. Since the date of the Parent Balance Sheet, Parent has not incurred any material Liability for Taxes outside the Ordinary Course of Business. (c) All material amounts of Taxes Returns that Parent it is or was required may be subject to Taxes by Law to withhold or collect on behalf of its employees, independent contractors, stockholders, lenders, customers or other third parties have been duly and timely withheld or collected and have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purpose. (d) that jurisdiction. There are no Encumbrances Liens for material Taxes (other than Taxes not yet due and payablepayable or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP) upon any of the assets of ParentFBMS or any of its Subsidiaries. (eb) No deficiencies for income foreign, federal, state or other material Taxes local Tax audits or administrative or judicial Tax proceedings are currently being conducted or pending or threatened in writing, in each case, with respect to Parent have been claimed, proposed or assessed by any Governmental Body in writing. There are no pending or ongoing audits, assessments or other actions for or relating to any liability in respect of a material amount of Taxes of Parent and Parent has not received written notice threatening FBMS or any such audit, assessment or other actionof its Subsidiaries. Neither Parent FBMS nor any of its predecessors Subsidiaries has waived received from any foreign, federal, state or local taxing authority (including jurisdictions where FBMS or any of its Subsidiaries have not filed Tax Returns) any (i) written notice indicating an intent to open an audit or other review with respect to Taxes or (ii) notice of deficiency or proposed adjustment for any material amount of Tax proposed, asserted or assessed by any taxing authority against FBMS or any of its Subsidiaries that has not been fully paid or settled. (c) Neither FBMS nor any of its Subsidiaries has been a party to any “listed transaction,” as defined in Section 6707A(c)(2) of the Code and Section 1.6011-4(b)(2) of the Regulation in any tax year for which the statute of limitations in respect has not expired. (d) Neither FBMS nor any of any income or other material Taxes its Subsidiaries has taken or agreed to take any extension action, or is aware of time with respect any fact or circumstance, that would be reasonably likely to any prevent the Merger from qualifying for U.S. federal income or other material Tax assessment or deficiency. (f) Parent has not been tax purposes as a United States real property holding corporation “reorganization” within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii368(a) of the Code. (g) Parent is not a party to any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, or similar agreement or arrangement, other than customary commercial contracts entered into in the Ordinary Course of Business the principal subject matter of which is not Taxes. (h) Parent will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for Tax purposes made on or prior to the Closing Date; (ii) use of an improper method of accounting for a Tax period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign Law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h) of the Code. (i) Parent has never been (i) a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is Parent) or (ii) a party to any joint venture, partnership, or other arrangement that is treated as a partnership for U.S. federal income Tax purposes. Parent has no Liability for any material Taxes of any Person (other than Parent and Merger Sub) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign Law), or as a transferee or successor.

Tax Matters. 1. Granite (a) Parent has timely filed or shall file prior to Closing all income Tax Returns and other material Tax Returns that they were tax returns required to be filed through the date hereof and will have paid any tax due through the date hereof with respect to the time periods covered by such tax returns and shall timely pay any such taxes required to be paid by it after the date hereof with respect to such tax returns and shall prepare and timely file under applicable Law. All all such Tax Returns are correct tax returns required to be filed after the date hereof and complete through the Closing Date and pay all taxes required to be paid by it with respect to the periods covered by such tax returns; (a) all such tax returns filed pursuant to clause (a) after the date hereof shall, in each case, be prepared and filed in a manner consistent in all material respects (including elections and have been prepared accounting methods and conventions) with each such tax return most recently filed in compliance with all applicable Lawthe relevant jurisdiction prior to the date hereof, except as otherwise required by law or regulation. No written claim has ever been made by any Governmental Body in any jurisdiction where Parent does not file a particular Tax Return Any such tax return filed or pay a particular Tax that Parent is subject required to taxation by that jurisdiction. (b) All material amounts of income and other Taxes due and owing by Parent on or before be filed after the date hereof shall not reflect any new elections or the adoption of any new accounting methods or conventions or other similar items, except to the extent such particular reflection or adoption is required to comply with any law or regulation. 2. Granite has not agreed, or been required, to make any adjustment (whether or not shown on any Tax Returnx) have been fully paid. The unpaid Taxes of Parent did not, as under Section 481(a) of the date Code by reason of a change in accounting method or otherwise or (y) pursuant to any provision of the Parent Balance Sheettax Reform Act of 1986, materially exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book Revenue Act of 1987 or the Technical and Tax items) set forth on the face Miscellaneous Revenue Act of the Parent Balance Sheet. Since the date of the Parent Balance Sheet, Parent has not incurred any material Liability for Taxes outside the Ordinary Course of Business1988. (c) All material amounts of Taxes that Parent is or was required by Law to withhold or collect on behalf of its employees, independent contractors, stockholders, lenders, customers or other third parties have been duly and timely withheld or collected and have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purpose. (d) There are no Encumbrances for material Taxes (other than Taxes not yet due and payable) upon any of the assets of Parent. (e) No deficiencies for income or other material Taxes with respect to Parent have been claimed, proposed or assessed by any Governmental Body in writing3. There are is no pending (nor has there been any request for an) agreement, waiver or ongoing audits, assessments or other actions consent providing for or relating to any liability in respect of a material amount of Taxes of Parent and Parent has not received written notice threatening any such audit, assessment or other action. Neither Parent nor any of its predecessors has waived any statute of limitations in respect of any income or other material Taxes or agreed to any an extension of time with respect to the assessment of any income taxes attributable to Granite or other material Tax assessment its assets or deficiencyoperations and no power of attorney granted by Granite with respect to any tax matter is currently in force. (f) Parent has not been a United States real property holding corporation within the meaning of Section 897(c)(2) 4. There is no action, suit, proceeding, investigation, audit, claim, demand, deficiency or additional assessment in progress, pending or threatened against or with respect to any tax attributable to Granite or its assets or operations. 5. All amounts required to be withheld as of the Code during Closing Date for taxes or otherwise have been withheld and paid when due to the applicable period specified in Section 897(c)(1)(A)(ii) of the Codeappropriate agency or authority. (g) Parent is not a party 6. There shall be delivered or made available to any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, Xxxxxxx Energy at or similar agreement or arrangement, other than customary commercial contracts entered into in the Ordinary Course prior to Closing true and complete copies of Business the principal subject matter of which is not Taxes. (h) Parent will not be required to include any material item of all income in, or exclude any material item of deduction from, taxable income for any Tax period tax returns (or with respect to consolidated or combined returns, the portion thereof) and any other tax returns requested by Xxxxxxx Energy as may be relevant to Granite or its assets or operations for any and all periods ending after the Closing Date as a result of any: (i) change in method of accounting for Tax purposes made on or prior to the Closing Date; (ii) use of an improper method of accounting for a Tax period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121 of the Code (or any similar provision of stateDecember 31, local or foreign Law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h) of the Code. (i) Parent has never been (i) a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is Parent) or (ii) a party to any joint venture, partnership2004, or other arrangement that is treated as a partnership for U.S. federal income Tax purposes. Parent has no Liability for any material Taxes of tax years which are subject to audit or investigation by any Person (other than Parent and Merger Sub) under Treasury Regulations Section 1.1502-6 (taxing authority or any similar provision of state, local, or foreign Law), or as a transferee or successorentity.

Tax Matters. (ai) Parent TFSB has timely filed all income Tax Returns and other material Tax Returns that they were it was required to file under applicable Lawfile. All such Tax Returns are were correct and complete in all material respects and have been prepared in compliance with all applicable Lawrespects. No written claim TFSB has ever been made by any Governmental Body in any jurisdiction where Parent does not file a particular Tax Return or pay a particular Tax that Parent is subject to taxation by that jurisdiction. (b) All material amounts of income and other Taxes due and owing by Parent on or before the date hereof (whether or not shown on any Tax Return) paid all Taxes required to be paid (except where the failure to pay the same would not have a Material Adverse Effect). TFSB currently is not the beneficiary of any extension of time within which to file any Tax Return. No claim has ever been fully paid. The unpaid Taxes of Parent did not, as of the date of the Parent Balance Sheet, materially exceed the reserve for made by an authority in a jurisdiction where TFSB does not file Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth on the face of the Parent Balance Sheet. Since the date of the Parent Balance Sheet, Parent has not incurred any material Liability for Taxes outside the Ordinary Course of Business. (c) All material amounts of Taxes Returns that Parent it is or was required may be subject to taxation by Law to withhold or collect on behalf of its employees, independent contractors, stockholders, lenders, customers or other third parties have been duly and timely withheld or collected and have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purpose. (d) that jurisdiction. There are no Encumbrances for material Taxes (other than Taxes not yet due and payable) upon Security Interests on the Designated Assets or any of the assets of ParentTFSB that arose in connection with any failure (or alleged failure) to pay any Tax. (eii) No deficiencies for income TFSB has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid to any employee, independent contractor, creditor, stockholder, or other material third party as required under the applicable laws. (iii) TFS has no Knowledge of any pending or proposed assessment against TFSB for additional Taxes with respect to Parent for any period for which Tax Returns have been claimed, proposed filed. There is no dispute or assessed claim concerning any Tax Liability of TFSB either (A) claimed or raised by any Governmental Body authority in writing. There are no pending writing (including any audit of any Tax Return) or ongoing audits, assessments or other actions for or relating (B) known to TFS based upon personal contact with any liability in respect agent of a material amount of Taxes of Parent and Parent such authority. (iv) TFSB has not received written notice threatening any such audit, assessment or other action. Neither Parent nor any of its predecessors has waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension of time with respect to any income or other material a Tax assessment or deficiency. (fv) Parent has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (g) Parent TFSB is not a party to any Tax allocation agreement, Tax or sharing agreement, Tax indemnity agreement, or similar agreement or arrangement, other than customary commercial contracts entered into in the Ordinary Course of Business the principal subject matter of which is not Taxes. . TFSB (hA) Parent will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for Tax purposes made on or prior to the Closing Date; (ii) use of an improper method of accounting for a Tax period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign Law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h) of the Code. (i) Parent has never been (i) a member of an Affiliated Group filing a consolidated, combined or unitary consolidated federal income Tax group Return (other than such a group the common parent of which is Parentwas TFS) or (iiB) a party to any joint venture, partnership, or other arrangement that is treated as a partnership for U.S. federal income Tax purposes. Parent has no Liability for any material the Taxes of any Person (other than Parent and Merger Sub) under Treasury Regulations Reg. Section 1.1502-1. 1502 6 (or any similar provision of state, local, or foreign Lawlaw), or as a transferee or successor, by contract, or otherwise. (vi) The Most Recent Financial Statements reflect an adequate reserve for all current Taxes payable by TFSB.

Tax Matters. (a) Parent The Seller has timely filed all income Tax Returns and other material Tax Returns that they were it was required to file under applicable Law. All file, and has paid all Taxes due, with respect to the Sky Division and the Acquired Assets, and such Tax Returns are correct accurate and complete in all material respects and have been prepared in compliance with all applicable Law. No written claim has ever been made by any Governmental Body in any jurisdiction where Parent does not file a particular Tax Return or pay a particular Tax that Parent is subject to taxation by that jurisdictionrespects. (b) All material amounts of income and other Taxes due and owing by Parent on or before Neither the date hereof (whether or not shown on any Tax Return) have been fully paid. The unpaid Taxes of Parent did not, as of the date of the Parent Balance Sheet, materially exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth on the face of the Parent Balance Sheet. Since the date of the Parent Balance Sheet, Parent has not incurred any material Liability for Taxes outside the Ordinary Course of Business. (c) All material amounts of Taxes that Parent is or was required by Law to withhold or collect on behalf of its employees, independent contractors, stockholders, lenders, customers or other third parties have been duly and timely withheld or collected and have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purpose. (d) There are no Encumbrances for material Taxes (other than Taxes not yet due and payable) upon any of the assets of Parent. (e) No deficiencies for income or other material Taxes with respect to Parent have been claimed, proposed or assessed by any Governmental Body in writing. There are no pending or ongoing audits, assessments or other actions for or relating to any liability in respect of a material amount of Taxes of Parent and Parent has not received written notice threatening any such audit, assessment or other action. Neither Parent Seller nor any of its predecessors Affiliates has waived any statute of limitations in respect of any income Taxes relating to the Sky Division or other material Taxes the Acquired Assets or agreed to any extension of time with respect to any income or other material Tax assessment or deficiencydeficiency relating to the Sky Division or the Acquired Assets. (fc) Parent has not been a United States real property holding corporation within Neither the meaning Seller nor any of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (g) Parent its Affiliates is not a party to any Tax allocation agreementor sharing agreement which relates to the Sky Division or the Acquired Assets. There are no pending audits, actions, proceedings, investigations, disputes or claims with respect to any Taxes payable by or asserted in writing against the Seller relating to the Sky Division or the Acquired Assets, and the Seller has not received notice in writing from any taxing authority of its intent to examine or audit any of its Tax sharing agreementReturns. No material claim has been made in writing against the Seller by any taxing authority in any jurisdiction in which the Seller did not file sales, use, value-added or similar Tax indemnity agreementReturns or did not pay sales, use, value-added, goods and services, or similar agreement Taxes, that the Seller is or arrangementmay be subject to sales, other than customary commercial contracts entered into in the Ordinary Course of Business the principal subject matter of which is not Taxesuse, value-added, or similar Tax by that jurisdiction. (hd) Parent will not be required to include There are no liens upon any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date Acquired Assets that have arisen as a result of any: any failure to pay any Tax. (ie) change All Taxes required to be withheld and paid by the Seller in method of accounting for Tax purposes made on connection with amounts paid or prior to the Closing Date; (ii) use of an improper method of accounting for a Tax period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign Law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code owing to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of stateemployee, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of stateindependent contractor, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h) of the Code. (i) Parent has never been (i) a member of a consolidatedcreditor, combined or unitary Tax group (other than such a group the common parent of which is Parent) or (ii) a party to any joint venture, partnership, stockholder or other arrangement that is treated as third party have been timely withheld and paid, except where the failure to do so could not reasonably be expected to have a partnership for U.S. federal income Tax purposes. Parent has no Liability for any material Taxes of any Person (other than Parent and Merger Sub) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign Law), or as a transferee or successorSeller Material Adverse Effect.

Tax Matters. (a) Parent There are no Liabilities for Taxes in connection with the Transferred Assets for the Pre-Closing Tax Period that have not been paid that could affect the use or enjoyment by the Purchaser of the Transferred Assets. Seller has timely filed all income Tax Returns and other material Tax Returns that they were are required to file under applicable Lawbe filed with respect to the Transferred Assets on or prior to the Closing date. All such Tax Returns are true and correct and complete in all material respects and have accurately reflected all Taxes relating to the Transferred Assets for the Pre-Closing Tax Period. (b) No liens for Taxes (other than for current Taxes not yet due and payable) have been prepared filed and no claims have been asserted in compliance writing with all respect to the Transferred Assets. (c) Seller has not (i) been the subject of an audit or other examination of Taxes relating to the Transferred Assets by any Governmental Authority (and Seller has not received written notice that any audit is pending or contemplated), or (ii) received any written notices from any Governmental Authority relating to any issue which could affect the Taxes relating to the Transferred Assets. (d) All Taxes which Seller is (or was) required by applicable Law. Law to withhold or collect in connection with the Transferred Assets have been duly withheld or collected, and have been timely paid over to the proper Governmental Authority to the extent due and payable. (e) No written claim has ever been made by any Governmental Body Authority in any a jurisdiction where Parent Seller does not file a particular Tax Return Returns that Seller is, or pay a particular Tax that Parent is may be, subject to taxation with respect to the Transferred Assets by that jurisdiction. (bf) All material amounts of income and other Taxes due and owing by Parent on No outstanding agreement, waiver or before the date hereof (whether or not shown on any Tax Return) have been fully paid. The unpaid Taxes of Parent did not, as consent providing for an extension of the date statutory period of the Parent Balance Sheet, materially exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth on the face of the Parent Balance Sheet. Since the date of the Parent Balance Sheet, Parent has not incurred any material Liability for Taxes outside the Ordinary Course of Business. (c) All material amounts of Taxes that Parent is or was required by Law to withhold or collect on behalf of its employees, independent contractors, stockholders, lenders, customers or other third parties have been duly and timely withheld or collected and have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purpose. (d) There are no Encumbrances for material Taxes (other than Taxes not yet due and payable) upon any of the assets of Parent. (e) No deficiencies for income or other material Taxes with respect to Parent have been claimed, proposed or assessed by any Governmental Body in writing. There are no pending or ongoing audits, assessments or other actions for or relating to any liability in respect of a material amount of Taxes of Parent and Parent has not received written notice threatening any such audit, assessment or other action. Neither Parent nor any of its predecessors has waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension of time limitation with respect to any income Taxes or other material Tax assessment or deficiency. (f) Parent has not been a United States real property holding corporation within Returns relating to the meaning Transferred Assets exists, and no power of Section 897(c)(2) of attorney granted by Seller with respect to any Taxes relating to the Code during the applicable period specified Transferred Assets is currently in Section 897(c)(1)(A)(ii) of the Codeforce. (g) Parent is not There are no Tax sharing, allocation, indemnification or similar agreements related to Taxes in effect as between Seller and any other party under which Purchaser or the Transferred Assets could be liable for any Taxes or other Tax-related claims of a party to any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreementparty, or similar agreement or arrangement, other than customary commercial contracts entered into in the Ordinary Course of Business the principal subject matter of which is not Taxes. (h) Parent will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for Tax purposes made on or prior to the Closing Date; (ii) use of an improper method of accounting for a Tax period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign Law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h) of the Code. (i) Parent has never been (i) a member Affiliate of a consolidatedparty, combined or unitary Tax group (other than such a group the common parent of which is Parent) or (ii) a party to any joint venture, partnership, or other arrangement that is treated as a partnership for U.S. federal income Tax purposes. Parent has no Liability for any material Taxes of any Person (other than Parent and Merger Sub) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign Law), or as a transferee or successorthose agreements.

Tax Matters. (ai) Parent Target (and any predecessor of Target) has timely been a validly electing S corporation within the meaning of Code Section 1361 and Section 1362 at all times during its existence and Target will be an S corporation up to and including the Closing Date. (ii) Target has no potential liability for any Tax under Code Section 1374. Target has not, in the past 10 years, (A) acquired assets from another corporation in a transaction in which Target’s Tax basis for the acquired assets was determined, in whole or in part, by reference to the Tax basis of the acquired assets (or any other property) in the hands of the transferor or (B) acquired the stock of any corporation that is a qualified subchapter S subsidiary. (iii) Target has filed all income Tax Returns and other material Tax Returns that they were it was required to file under applicable Lawlaws and regulations. All such Tax Returns are were correct and complete in all material respects and have been prepared in substantial compliance with all applicable Lawlaws and regulations. No written claim has ever been made by any Governmental Body in any jurisdiction where Parent does not file a particular Tax Return or pay a particular Tax that Parent is subject to taxation by that jurisdiction. (b) All material amounts of income and other Taxes due and owing by Parent on or before the date hereof Target (whether or not shown on any Tax Return) have been fully paid. The unpaid Taxes Target currently is not the beneficiary of Parent did not, as any extension of the date of the Parent Balance Sheet, materially exceed the reserve for time within which to file any Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Return. No claim has ever been made by an authority in a jurisdiction where Target does not file Tax items) set forth on the face of the Parent Balance Sheet. Since the date of the Parent Balance Sheet, Parent has not incurred any material Liability for Taxes outside the Ordinary Course of Business. (c) All material amounts of Taxes Returns that Parent it is or was required may be subject to taxation by Law to withhold or collect on behalf of its employees, independent contractors, stockholders, lenders, customers or other third parties have been duly and timely withheld or collected and have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purpose. (d) that jurisdiction. There are no Encumbrances Liens for material Taxes (other than Taxes not yet due and payable) upon any of the assets of ParentTarget. (eiv) Target has withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party. (v) No deficiencies Seller or director or officer (or employee responsible for income Tax matters) of Target expects any authority to assess any additional Taxes for any period for which Tax Returns have been filed. No foreign, federal, state, or other material Taxes local tax audits or administrative or judicial Tax proceedings are pending or being conducted with respect to Parent have been claimedTarget. Target has not received from any foreign, federal, state, or local taxing authority (including jurisdictions where Target has not filed Tax Returns) any (i) notice indicating an intent to open an audit or other review, (ii) request for information related to Tax matters, or (iii) notice of deficiency or proposed adjustment for any amount of Tax proposed, asserted, or assessed by any Governmental Body in writingtaxing authority against Target; Disclosure Schedule lists all federal, state, local, and foreign income Tax Returns filed with respect to Target for taxable periods ended on or after December 31, 2003, indicates those Tax Returns that have been audited, and indicates those Tax Returns that currently are the subject of audit. There are no pending Sellers have delivered to Buyer correct and complete copies of all federal income Tax Returns, examination reports, and statements of deficiencies assessed against or ongoing auditsagreed to by Target filed or received since December 31, assessments or other actions for or relating to any liability in respect of a material amount of Taxes of Parent and Parent 2003. (vi) Target has not received written notice threatening any such audit, assessment or other action. Neither Parent nor any of its predecessors has waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension of time with respect to any income or other material a Tax assessment or deficiency. (fvii) Parent Target is not a party to any agreement, contract, arrangement or plan that has resulted or would result, separately or in the aggregate, in the payment of (i) any “excess parachute payment” within the meaning of Code Section 280G (or any corresponding provision of state, local or foreign Tax law) and (ii) any amount that will not be fully deductible as a result of Code 162(m) (or any corresponding provision of state, local or foreign Tax law). Target has not been a United States real property holding corporation within the meaning of Code Section 897(c)(2) of the Code during the applicable period specified in Code Section 897(c)(1)(A)(ii) ). Target has disclosed on its federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of federal income Tax within the Code. (g) Parent meaning of Code Section 6662. Target is not a party to or bound by any Tax allocation agreement, Tax or sharing agreement. Target (A) has not been a member of an Affiliated Group filing a consolidated federal income Tax Return (other than a group the common parent of which was Target) or (B) has no Liability for the Taxes of any Person (other than Target) under Reg. Section 1.1502-6 (or any similar provision of state, Tax indemnity agreementlocal, or similar agreement foreign law), as a transferee or arrangementsuccessor, other by contract, or otherwise. (viii) The unpaid Taxes of Target (A) did not, as of the Most Recent Fiscal Month End, exceed the reserve for Tax Liability (rather than customary commercial contracts entered into any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the Most Recent Balance Sheet (rather than in any notes thereto) and (B) do not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of Target in filing their Tax Returns. Since the date of the Most Recent Balance Sheet, Target has not incurred any liability for Taxes arising from extraordinary gains or losses, as that term is used in GAAP, outside the Ordinary Course of Business the principal subject matter of which is not Taxesconsistent with past custom and practice. (hix) Parent Target will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax taxable period (or portion thereof) ending after the Closing Date as a result of any: (iA) change in method of accounting for Tax purposes made on or prior to the Closing Date; (ii) use of an improper method of accounting for a Tax taxable period ending on or prior to the Closing Date; (iiiB) “closing agreement” as described in Code Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Lawincome Tax law) executed on or prior to the Closing Date; (ivC) intercompany transaction transactions or any excess loss account described in Treasury Regulations under Code Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign Law) entered into on or prior to the Closing Dateincome Tax law); (vD) installment sale or open transaction disposition made on or prior to the Closing Date; or (viE) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; . (viix) application Target has not distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Code Section 367(d355 or Section 361. (xi) of the Code Target has not, since October 3, 2004, (A) granted to any transfer person an interest in a nonqualified deferred compensation plan (as defined in Code Section 409A) which interest has been or, upon the lapse of intangible property on or prior a substantial risk of forfeiture with respect to such interest, will be subject to the Closing Date; Tax imposed by Code Section 409A, or (viiiB) application modified the terms of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) nonqualified deferred compensation plan in a manner that could cause an interest previously granted under such plan to any income received or accrued on or prior become subject to the Closing Date; or (ix) election under Tax imposed by Code Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior 409A. No person has a right to the Closing Date. Parent has not made any election under Section 965(h) of the Code. (i) Parent has never been (i) a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is Parent) or (ii) a party to any joint venture, partnership, or other arrangement that is treated as a partnership for U.S. federal income Tax purposes. Parent has no Liability be indemnified by Target for any material Taxes of any Person (other than Parent and Merger Sub) under Treasury Regulations Tax imposed by Code Section 1.1502-6 (or any similar provision of state, local, or foreign Law), or as a transferee or successor.409A.

Tax Matters. (a) Parent has and Merger Sub have timely filed all income Tax Returns and other material Tax Returns (taking into account valid extensions granted in the ordinary course of business) that they were required to file under applicable Law. All such Tax Returns are correct and complete in all material respects and have been prepared in compliance with all applicable Law. No written claim has ever been made by any Governmental Body in any jurisdiction where Parent or Merger Sub does not file a particular Tax Return or pay a particular Tax that Parent or Merger Sub is subject to taxation by that jurisdiction. (b) All material amounts of income and other material Taxes due and owing by Parent or Merger Sub on or before the date hereof (whether or not shown on any Tax Return) have been fully paid. The unpaid Taxes of Parent and Merger Sub did not, as of the date of the Parent Balance SheetSheet Date, materially exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth on the face of the Parent Balance Sheet. Since the date of the Parent Balance SheetSheet Date, neither Parent nor Merger Sub has not incurred any material Liability for Taxes outside the Ordinary Course of Business. (c) All material amounts of Taxes that Parent is or was Merger Sub are or were required by Law to withhold or collect have been duly and timely withheld or collected in all material respects on behalf of its respective employees, independent contractors, stockholders, lenders, customers or other third parties have been duly and timely withheld or collected and and, have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purpose. (d) There are no Encumbrances for material Taxes (other than Taxes not yet due and payablePermitted Encumbrances) upon any of the assets of ParentParent or Merger Sub. (e) No deficiencies for income or other material Taxes with respect to Parent or Merger Sub have been claimed, proposed or assessed by any Governmental Body in writingwriting other than any deficiency that has been resolved. There are no pending or ongoing ongoing, and to the Knowledge of Parent, threatened audits, assessments or other actions for or relating to any liability in respect of a material amount of Taxes of Parent and Parent has not received written notice threatening any such audit, assessment or other actionMerger Sub. Neither Parent nor Merger Sub (or any of its predecessors their predecessors) has waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension of time with respect to any income or other material Tax assessment or deficiencydeficiency which waiver is still in effect. (f) Parent has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (g) Neither Parent nor Merger Sub is not a party to any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, or similar agreement or arrangement, other than customary commercial contracts Contracts entered into in the Ordinary Course of Business the principal subject matter of which is not Taxes. (h) Neither Parent nor Merger Sub will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for Tax purposes made filed on or prior to the Closing Date; (ii) use of an improper method of accounting for a Tax period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign Law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into occurring on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ixvii) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h) of the Code. (i) Parent has never been (i) a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is Parent) or (ii) a party to any joint venture, partnership, or other arrangement that is treated as a partnership for U.S. federal income Tax purposes. Parent has no Liability for any material Taxes of any Person (other than Parent and Merger Sub) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign Law), or as a transferee or successor.

Tax Matters. Seller hereby represents and warrants to Buyer as of the date hereof and as of the Closing Date that: (a) Parent Seller has timely filed all income Tax Returns required to be filed and other material has timely paid all Taxes owed (whether or not shown or required to be shown on such Tax Returns), in each case to the extent such Taxes and Tax Returns that they were required related to file under applicable Lawthe Purchased Assets or the operation of the Business. All such Tax Returns are were complete and correct and complete in all material respects and have been prepared in compliance with all applicable Lawrespects. No written portion of any Tax Return that relates to the Purchased Assets or the operation of the Business has been the subject of any audit, action, suit, proceeding, claim has ever been made or examination by any Governmental Body in any jurisdiction where Parent does not file a particular Tax Return or pay a particular Tax that Parent is subject to taxation by that jurisdiction. (b) All material amounts of income governmental authority, and other Taxes due and owing by Parent on or before the date hereof (whether or not shown on any Tax Return) have been fully paid. The unpaid Taxes of Parent did not, as of the date of the Parent Balance Sheet, materially exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth on the face of the Parent Balance Sheet. Since the date of the Parent Balance Sheet, Parent has not incurred any material Liability for Taxes outside the Ordinary Course of Business. (c) All material amounts of Taxes that Parent is or was required by Law to withhold or collect on behalf of its employees, independent contractors, stockholders, lenders, customers or other third parties have been duly and timely withheld or collected and have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purpose. (d) There are no Encumbrances for material Taxes (other than Taxes not yet due and payable) upon any of the assets of Parent. (e) No deficiencies for income or other material Taxes with respect to Parent have been claimed, proposed or assessed by any Governmental Body in writing. There are no pending or ongoing audits, assessments or other actions for or relating to any liability in respect of a material amount of Taxes of Parent and Parent has not received written notice threatening any such audit, action, suit, proceeding, claim, deficiency or assessment or other actionis pending or, to the knowledge of Seller, threatened. Neither Parent nor Seller is not currently the beneficiary of any extension of its predecessors time within which to file any such Tax Return, and Seller has not waived any statute of limitations in limitation with respect of to any income or other material Taxes such Tax or agreed to any extension of time with respect to any income or other material a Tax assessment or deficiency. . No claim has ever been made by a Tax authority in a jurisdiction where Seller does not file Tax Returns that it is or may be subject to taxation by that jurisdiction in connection with the Business or the Purchased Assets. There are no Liens for Taxes upon the Purchased Assets other than Permitted Liens, (fand Schedule 8.02(a) Parent contains a list of all Taxes being contested in good faith). Seller does not have, and has not been had, a permanent establishment or other taxable presence in any foreign country in connection with the operation of the Business or the acquisition, use, or holding of the Purchased Assets, as determined under the laws of such country or any applicable Tax treaty or convention between the United States real property holding corporation within and such foreign country. Seller does not have any liability for the meaning Taxes of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. any Person (g) Parent is not a party to any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, or similar agreement or arrangement, other than customary commercial contracts entered into in the Ordinary Course of Business the principal subject matter of which is not Taxes. (hSeller) Parent will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for Tax purposes made on or prior to the Closing Date; (ii) use of an improper method of accounting for a Tax period ending on or prior to the Closing Date; (iii) “closing agreement” as described in under Treasury Regulation Section 7121 of the Code 1.1502-6 (or any similar corresponding provision of state, local or foreign Law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h) of the Code. (i) Parent has never been (i) a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is Parent) or (ii) a party to any joint venture, partnership, or other arrangement that is treated as a partnership for U.S. federal income Tax purposes. Parent has no Liability for any material Taxes of any Person (other than Parent and Merger Sub) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign Lawlaw), or as a transferee or successor, or by contract, or otherwise that could have any adverse effect upon the Buyer (or any Affiliate). (b) Seller has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, stockholder, independent contractor, creditor, or other third party and relating to the Business or the Purchased Assets. None of the Assumed Liabilities is an obligation to make a payment that will not be deductible under Section 280G of the Code. (c) Except as set forth on Schedule 8.02(c), no state of facts exists or has existed that would constitute grounds for the assessment against Buyer, whether by reason of transferee liability or otherwise, of any liability for any Tax of anyone other than Buyer. The Purchased Assets do not include any stock or other ownership interests in any foreign or domestic corporations, partnerships, joint ventures, limited liability companies, business trusts, or other entities. (d) Seller has timely paid all Taxes, and all interest and penalties due thereon and payable by it, for the Pre-Closing Tax Period which will have been required to be paid on or prior to the Closing Date, the non-payment of which would result in a Lien on any Purchased Asset, would otherwise adversely affect the Business or would result in Buyer becoming liable or responsible therefor. (e) Seller has established, in accordance with generally accepted accounting principles applied on a basis consistent with that of preceding periods, adequate reserves for the payment of, and will timely pay, all Taxes which arise from or with respect to the Purchased Assets or the operation of the Business and are incurred in or attributable to a Pre-Closing Tax Period, the non-payment of which would result in a Lien on any Purchased Asset, would otherwise adversely affect the Business or would result in Buyer becoming liable therefor. (f) Schedule 8.02(f) contains a list of all jurisdictions (whether foreign or domestic) to which any Tax is properly payable by Seller in connection with the Business or the Purchased Assets.

Tax Matters. Except as set forth on Schedule 5.20: (a) Parent has timely filed all income Tax Returns and other material Tax Returns that they were All tax returns required to file under applicable Law. All such Tax Returns are correct and complete in all material respects and have been prepared in compliance with all applicable Law. No written claim has ever been made by any Governmental Body in any jurisdiction where Parent does not file a particular Tax Return or pay a particular Tax that Parent is subject to taxation by that jurisdiction. (b) All material amounts of income and other Taxes due and owing by Parent be filed on or before the date hereof (whether Closing Date by or not shown on any Tax Return) have been fully paid. The unpaid Taxes of Parent did not, as of the date of the Parent Balance Sheet, materially exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth on the face of the Parent Balance Sheet. Since the date of the Parent Balance Sheet, Parent has not incurred any material Liability for Taxes outside the Ordinary Course of Business. (c) All material amounts of Taxes that Parent is or was required by Law to withhold or collect on behalf of its employees, independent contractors, stockholders, lenders, customers or other third parties have been duly and timely withheld or collected and have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purpose. (d) There are no Encumbrances for material Taxes (other than Taxes not yet due and payable) upon any of the assets of Parent. (e) No deficiencies for income or other material Taxes with respect to Parent Sellers have been claimed, proposed or assessed by any Governmental Body in writing. There are no pending or ongoing audits, assessments or other actions for or relating to any liability in respect of a material amount of Taxes of Parent and Parent has not received written notice threatening any such audit, assessment or other action. Neither Parent nor any of its predecessors has waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension of time with respect to any income or other material Tax assessment or deficiency. (f) Parent has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (g) Parent is not a party to any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, or similar agreement or arrangement, other than customary commercial contracts entered into in the Ordinary Course of Business the principal subject matter of which is not Taxes. (h) Parent will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after by the Closing Date as will have) been duly filed or the time for filing such tax returns shall have been validly extended to a result of any: (i) change in method of accounting for Tax purposes made on or prior to the Closing Date; (ii) use of an improper method of accounting for a Tax period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign Law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to date after the Closing Date. Parent has Except for taxes reflected or reserved against in the Unaudited Financial Statements, Sellers have paid all taxes due and with respect to taxes not made any election under Section 965(h) of the Codeyet due, all such taxes not yet paid have been appropriately reserved against in accordance with GAAP. (i) Parent has never been (i) a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is Parent) or (ii) a party Sellers are not subject to any joint venture, partnership, or other arrangement that or Contract which is treated as a partnership for U.S. federal income Tax tax purposes. Parent has Sellers are not a party to any tax sharing agreement. (b) As of the date hereof, there is no Liability for any material Taxes agreement or other document extending, or having the effect of extending, the period of assessment or collection of any Person (other than Parent taxes of Sellers and Merger Sub) under Treasury Regulations Section 1.1502-6 (no power of attorney with respect to any such taxes, has been executed or filed with the IRS or any similar provision other taxing authority that remains in force. (c) Except for an audit of statethe 2009 federal income tax return by the IRS, localwhich has been closed, during the last 5 years there has been no and as of the date hereof there are no presently pending audits or foreign Law)other administrative proceedings or court proceedings with respect to any taxes of Sellers. No claim has ever been made by a governmental entity in a jurisdiction where Sellers does not file a tax return that any of Sellers is or may be subject to taxation by that jurisdiction. (d) All taxes required to be withheld by either of Sellers have been duly and timely withheld, or and such withheld taxes have been duly and timely paid to the appropriate governmental entity. (e) There are no tax liens upon the assets of Sellers except liens for taxes not yet due and payable. (f) All Taxes owed by Sellers as a transferee or successorof the Closing Date shall be Excluded Liabilities.

Tax Matters. (ai) Parent has timely filed all income All Tax Returns and other material Tax Returns that they were required to file be filed by or with respect to Borrower or ALSC under applicable Law. All Laws and regulations have been timely filed; all such Tax Returns are were correct and complete in all material respects and have been were prepared in substantial compliance with all applicable Law. No written claim has ever been made by any Governmental Body in any jurisdiction where Parent does not file a particular Tax Return or pay a particular Tax that Parent is subject to taxation by that jurisdiction. (b) All material amounts of income Laws and other regulations; all Taxes due and owing by Parent on Borrower or before the date hereof ALSC (whether or not shown on any Tax Return) have been fully paid. The unpaid Taxes ; and except for the tax year 2017, neither Borrower nor ALSC is currently the beneficiary of Parent did not, as any extension of the date of the Parent Balance Sheet, materially exceed the reserve for time within which to file any Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth on the face of the Parent Balance SheetReturn. Since the date of the Parent Balance SheetJanuary 1, Parent 2014, no claim has ever been made in writing by an authority in a jurisdiction where Borrower or ALSC does not incurred any material Liability for Taxes outside the Ordinary Course of Business. (c) All material amounts of Taxes file Tax Returns that Parent Borrower or ALSC is or was required may be subject to taxation by Law to withhold or collect on behalf of its employees, independent contractors, stockholders, lenders, customers or other third parties have been duly and timely withheld or collected and have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purpose. (d) that jurisdiction. There are no Encumbrances liens or other encumbrances for material Taxes (other than Taxes not yet due and payable) upon any of the assets of ParentBorrower or ALSC. (eii) Since January 1, 2014, Borrower and ALSC have withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, shareholder, or other third party. (iii) No deficiencies for income federal, state, local, or other material Taxes non-U.S. tax audits or administrative or judicial Tax proceedings (“Tax Contests”) are pending or being conducted with respect to Parent have been claimedBorrower or ALSC. Neither Borrower or ALSC has received from any federal, state, local, or non-U.S. taxing authority (including jurisdictions where ALSC has not filed Tax Returns) any pending (A) notice indicating an intent to open an audit or other review, or (B) notice of deficiency or proposed adjustment for any amount of Tax proposed, asserted, or assessed by any Governmental Body in writing. taxing authority against Borrower or ALSC. (iv) There are is no pending dispute or ongoing auditsclaim concerning any Tax liability of Borrower or ALSC either (A) claimed or raised by any authority in writing or (B) as to which the Borrower or ALSC has Knowledge. Borrower has delivered to Lender complete copies of all federal, assessments or other actions for or relating state, local, and non-U.S. income Tax Returns (including with respect to any liability in insurance premium filings) filed with respect to Borrower and ALSC for taxable periods ended on or after December 31, 2014, no such Tax Returns that have been audited, and no such Tax Returns are the subject of a material amount audit. Borrower and ALSC have delivered to Lender correct and complete copies of Taxes all examination reports, and statements of Parent and Parent has not deficiencies assessed against or agreed to by Borrower or ALSC filed or received written notice threatening any such auditsince December 31, assessment or other action. 2014. (v) Neither Parent Borrower nor any of its predecessors ALSC has waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension of time with respect to any income or other material a Tax assessment or deficiency. (fvi) Parent Neither Borrower nor ALSC is party to any agreement, contract, arrangement or plan that has not been a United States real property holding corporation resulted or could result, separately or in the aggregate, in the payment of (A) any “excess parachute payment” within the meaning of Section 897(c)(2) Code §280G (or any corresponding provision of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (g) Parent is not a party to any Tax allocation agreementstate, Tax sharing agreement, Tax indemnity agreementlocal, or similar agreement or arrangement, other than customary commercial contracts entered into in the Ordinary Course of Business the principal subject matter of which is not Taxes. non-U.S. Tax law) and (hB) Parent any amount that will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date fully deductible as a result of any: (iCode §162(m) change in method of accounting for Tax purposes made on or prior to the Closing Date; (ii) use of an improper method of accounting for a Tax period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121 of the Code (or any similar corresponding provision of state, local local, or foreign Lawnon-U.S. Tax law). Neither Borrower nor ALSC is party to or bound by any Tax Sharing Arrangement. Neither Borrower nor ALSC: (x) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h) of the Code. (i) Parent has never been (i) a member of an Affiliated Group filing a consolidated, combined or unitary Tax group (other than such a group the common parent of which is Parent) or (ii) a party to any joint venture, partnership, or other arrangement that is treated as a partnership for U.S. consolidated federal income Tax purposes. Parent has no Liability Return other than its Affiliated Group consisting of Borrower and ALSC, and (y) does not have any liability for any material the Taxes of any Person (other than Parent and Merger SubALSC) under Treasury Regulations Section Reg. §1.1502-6 (or any similar provision of state, local, or foreign Lawnon-U.S. law), or as a transferee or successor, by contract or otherwise. (vii) Neither Borrower nor ALSC will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Initial Closing Date as a result of any: (A) change in method of accounting for a taxable period ending on or prior to the Initial Closing Date; (B) “closing agreement” as described in Code §7121 (or any corresponding provision of state, local, or non-U.S. Tax law) executed on or prior to the Initial Closing Date; (C) intercompany transactions or excess loss account described in Treasury Regulations under Code §1502 ((or any corresponding provision of state, local, or non-U.S. Tax law); (D) installment sale or open transaction disposition made on or prior to the Initial Closing Date; or (E) prepaid amount received on or prior to the Initial Closing Date. (viii) Neither Borrower nor ALSC has (A) participated or engaged in any transaction, or taken any Tax Return position, described in Treasury Regulation Section 301.6111-2(b)(2) (or any corresponding or similar provision of state, local, or non-U.S. Tax law), or (B) engaged, or been deemed to have engaged, in any transaction that is the same as or substantially similar to one of the types of transactions that the IRS has determined to be a tax avoidance transaction and identified by notice, regulation, or other form of published guidance as a “listed transaction”, as set forth in Section 1.6011-4(b)(2) of the U.S. Treasury Regulations, or (C) been a party to any “reportable transaction”, as defined in Code §6707A(c)(1) and Reg. §1.6011-4(b). (ix) No Tax rulings, requests for rulings, closing agreements, private letter rulings, technical advance memoranda or other similar arrangements or rulings (including any gain recognition agreements under Section 367 of the Code) have been entered into with, issued by, or filed with any Taxing Authority with respect to Borrower or ALSC. (x) Neither Borrower nor ALSC has been a party to a transaction intended to qualify as tax free, in whole or in part, under §355 of the Code since May 1, 2013. (xi) Neither Borrower nor ALSC has been a United States real property holding corporation within the meaning of Code §897(c)(2) during the applicable period specified in Code §897(c)(1)(A)(ii). (xii) With respect to ALSC: (A) for all taxable periods (or portions thereof) open for assessment, ALSC is and has been a life insurance company under Section 816(a) of the Code and subject to United States federal income taxation under Section 801 of the Code; (B) Tax reserves of ALSC have been computed and maintained in the manner required under Sections 807, 817, 817A and 846 of the Code and any Treasury Regulations and administrative guidance issued thereunder; (C) ALSC has properly accounted for material “specified policy acquisition expenses” as required by Section 848 of the Code; and (D) all reinsurance contracts entered into by ALSC are insurance contracts for purposes of the Code and are not subject to recharacterization under Section 845 of the Code. (xiii) Neither Borrower nor ALSC will be required to include any adjustment in taxable income for any Tax period or portion thereof after the Initial Closing Date under Section 807(f) of the Code (or any similar provision of the Tax laws of any jurisdiction) as a result of a change in method of accounting for a Tax period or portion thereof prior to the Initial Closing Date. (xiv) Each of the life insurance and annuity policies issued by ALSC or a company acquired and merged into ALSC have complied with Sections 72(s) and 7702 of the Code. There are no Liabilities that may result from the Tax treatment of the life insurance and annuity policies issued, assumed, exchanged, modified or sold by ALSC or a company acquired and merged into ALSC being less favorable to the purchaser, policyholder, account holder, other holder or intended beneficiaries thereof than the Tax treatment (including under the Code) for which such policies, products, plans or contracts qualified or purported to qualify at any or all times on or since their issuance, assumption, exchange, modification or purchase. (xv) Neither Borrower nor ALSC is party to any “hold harmless” or indemnification agreements regarding the Tax qualification and treatment of any product or plan sold, issued, entered into or administered by ALSC (whether developed by, administered by, or reinsured with any unrelated third party). (xvi) ALSC is treated, for United States federal income Tax purposes, as the owner of the assets underlying the life insurance and annuity policies entered into or sold by ALSC (whether developed by, administered by or reinsured with any unrelated third party) that are provided under or connected with either a plan described in Section 401(a), 403(a), 403(b), 408 or 457 or any similar provision of the Code or any Employee Benefit Plan. (xvii) To each of Borrower’s and ALSC’s Knowledge, neither Borrower nor ALSC has received any credits for Taxes from any Governmental Authority that are subject to recapture as a result of the Contemplated Transactions or the Loan Documents. (xviii) Schedule 4(hh)(xviii) lists all material tax elections affecting Borrower or ALSC.

Tax Matters. (a) Parent Seller has timely filed all income Tax Returns and other material Tax Returns tax returns that they were it was required to file under applicable Lawprior to the Closing Date. All such Tax Returns are tax returns were correct and complete in all material respects and have been prepared in compliance with all applicable Lawrespects. No written claim has ever been made All taxes owed by any Governmental Body in any jurisdiction where Parent does not file a particular Tax Return or pay a particular Tax that Parent is subject to taxation by that jurisdiction. (b) All material amounts of income and other Taxes due and owing by Parent on or before the date hereof Seller (whether or not shown on any Tax Returntax return) have been fully paid. The unpaid Taxes Seller currently is not the beneficiary of Parent did not, as any extension of time within which to file any tax return. No claim has ever been made by an authority in a jurisdiction where Seller does not file tax returns that it is or may be subject to taxation by that jurisdiction. There are no security interests or liens on any of the date Assets of the Parent Balance SheetSeller that arose in connection with any failure (or alleged failure) to pay any tax. (b) Seller has withheld and paid all taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, materially exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth on the face of the Parent Balance Sheet. Since the date of the Parent Balance Sheetindependent contractor, Parent has not incurred any material Liability for Taxes outside the Ordinary Course of Businesscreditor, stockholder, or other third party. (c) All material amounts of Taxes that Parent is or was required by Law Seller does not expect any authority to withhold or collect on behalf of its employees, independent contractors, stockholders, lenders, customers or other third parties assess any additional taxes with respect to Seller for any period for which tax returns have been duly filed. There is no dispute or claim concerning any tax liability of Seller either (A) claimed or raised by any authority in writing or (B) as to which any directors and timely withheld or collected officers (and employees responsible for tax matters) of Seller have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purposeknowledge. (d) There are no Encumbrances for material Taxes (other than Taxes not yet due and payable) upon any of the assets of Parent. (e) No deficiencies for income or other material Taxes with respect to Parent have been claimed, proposed or assessed by any Governmental Body in writing. There are no pending or ongoing audits, assessments or other actions for or relating to any liability in respect of a material amount of Taxes of Parent and Parent Seller has not received written notice threatening any such audit, assessment or other action. Neither Parent nor any of its predecessors has waived any statute of limitations in respect of any income or other material Taxes taxes or agreed to any extension of time with respect to any income or other material Tax a tax assessment or deficiency. (e) Seller has not filed a consent under Code Sec. 341 (f) Parent concerning collapsible corporations. Seller has not been a United States real property holding corporation within the meaning of Section 897(c)(2Code Sec. 897 (c) of the Code (2) during the applicable period specified in Section 897(c)(1)(A)(iiCode Sec. 897 (c) of the Code. (g1) Parent is not a party to any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, or similar agreement or arrangement, other than customary commercial contracts entered into in the Ordinary Course of Business the principal subject matter of which is not Taxes. (hA) Parent will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for Tax purposes made on or prior to the Closing Date; (ii). (A) use of an improper method of accounting for a Tax period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign Law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent Seller has not made any election under Section 965(h) of the Code. (i) Parent has never been (i) a member of an affiliated group filing a consolidated, combined or unitary Tax group consolidated federal income tax return (other than such a group the common parent of which is Parent) the Seller or (iiB) a party to nor has Seller any joint venture, partnership, or other arrangement that is treated as a partnership liability for U.S. federal income Tax purposes. Parent has no Liability for any material Taxes the taxes of any Person person (other than Parent any of Seller and Merger Subits Subsidiaries) under Treasury Regulations Section 1.1502-6 Treas. Reg. ss. 1. 150206 (or any similar provision of state, local, or foreign Lawlaw), or as a transferee or successor, by contract, or otherwise.

Tax Matters. (ai) Parent The Merging Entity has been, since its date of formation, and is, treated for U.S. federal income tax purposes as a C corporation, and is a “United States person” (as defined in Section 7701(a)(30) of the Code). (ii) All Tax Returns required to be filed with any Tax Authority by or on behalf of the Merging Entity (including, for the avoidance of doubt, any Tax Return required to be filed with respect to a Tax Group) have been timely filed in accordance with applicable law, and all income Tax Returns and other material Tax Returns that they were required to file under applicable Law. All such Tax Returns are were correct and complete in all material respects and have been prepared in compliance with all applicable Lawcomplete. No written claim has ever been made by any Governmental Body in any jurisdiction where Parent does not file a particular Tax Return or pay a particular Tax that Parent is subject to taxation by that jurisdiction. (b) All material amounts Taxes of income and other Taxes due and owing by Parent on or before the date hereof Merging Entity (whether or not shown as due and payable on any such Tax ReturnReturns) have been fully paid. The unpaid Taxes of Parent did not, as of the date of the Parent Balance Sheet, materially exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth on the face of the Parent Balance Sheet. Since the date of the Parent Balance Sheet, Parent has not incurred any material Liability for Taxes outside the Ordinary Course of Business. (c) All material amounts of Taxes that Parent is or was required by Law to withhold or collect on behalf of its employees, independent contractors, stockholders, lenders, customers or other third parties have been duly and timely withheld or collected and have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purposeappropriate Tax Authority. (diii) There are no Encumbrances for material Taxes (other than Taxes not yet due and payable) upon any of The Splitter Partnership has been, from the assets of Parent. (e) No deficiencies for income or other material Taxes with respect to Parent have been claimed, proposed or assessed by any Governmental Body in writing. There are no pending or ongoing audits, assessments or other actions for or relating to any liability in respect of a material amount of Taxes of Parent and Parent has not received written notice threatening any such audit, assessment or other action. Neither Parent nor any date of its predecessors has waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension of time with respect to any income or other material Tax assessment or deficiency. (f) Parent has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (g) Parent is not a party to any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, or similar agreement or arrangement, other than customary commercial contracts entered into in the Ordinary Course of Business the principal subject matter of which is not Taxes. (h) Parent will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for Tax purposes made on or prior formation to the Closing Date; (ii) use date of an improper method of accounting for a Tax period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121 of the Code (or any similar provision of stateits termination, local or foreign Law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h) of the Code. (i) Parent has never been (i) a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is Parent) or (ii) a party to any joint venture, partnership, or other arrangement that is treated as a partnership for U.S. federal federal, state, and local income tax purposes, and does not have any tax liabilities. (iv) The Splitter Partnership never, directly or indirectly, held any asset or interest in an entity other than its direct or indirect equity interests in Xxxxxx LLC, Energysource or MissionPoint ES Parallel Fund, L.P. All Tax purposesReturns of the Splitter Partnership have been filed in a manner consistent with IRS Form 1065 Schedules K-1 and other Tax information the Splitter Partnership has received from Xxxxxx LLC and Energysource Holdings. (v) No claim has been made in writing by a Tax Authority that the Merging Entity may be subject to taxation in a jurisdiction where Tax Returns are not filed by or on behalf of the Merging Entity. (vi) No audit or other administrative proceeding is pending or has been threatened in writing, and no judicial proceeding is pending or has been threatened in writing, that involves any Tax or Tax Return filed or paid by or on behalf of the Merging Entity. Parent No closing agreements or Tax rulings have been requested or received from any Tax Authority with respect to the Merging Entity. (vii) The Merging Entity has no Liability for any material not been a member of a Tax Group and is not obligated to pay the Taxes of another person by contract, as a transferee, as a successor or otherwise, including as a result of being a member of a Tax Group. (viii) The Merging Entity has never, directly or indirectly, (a) realized or derived any Person (item of income or gain or incurred any item of loss or expense other than Parent through direct or indirect equity interests in Xxxxxx LLC or Energysource or the Energysource Distribution, (b) held any asset or interest in an entity other than its direct or indirect equity interests in Xxxxxx LLC, Energysource, the Splitter Partnership, MissionPoint ES Parallel Fund, L.P. or MissionPoint HA ES Development II Corp. or (c) incurred any indebtedness or other liability other than its share of the liabilities of Xxxxxx LLC and Merger SubEnergysource. All Tax Returns of the Merging Entity have been filed in a manner consistent with IRS Form 1065 Schedules K-1 and other Tax information the Splitter Partnership has received from Xxxxxx LLC and Energysource Holdings. (ix) The Merging Entity has not undergone an ownership change for purposes of Section 382 of the Code, and no net operating loss of the Merging Entity is currently subject to a limitation under Treasury Regulations Section 1.1502-6 382 of the Code or similar provisions of state or local law. (or any similar provision x) The Merging Entity’s shares of state, local, or foreign Law), or as a transferee or successorcommon stock represent the only currently outstanding equity interests in the Merging Entity.

Tax Matters. (a) Parent Each of BHB and its Subsidiaries has timely filed all income Tax Returns and other material Tax Returns that they were it was required to file under applicable Lawlaws and regulations, other than Tax Returns that are not yet due or for which a request for extension was filed. All such Tax Returns are were correct and complete in all material respects and have been prepared in substantial compliance with all applicable Lawlaws and regulations. No written claim has ever been made by any Governmental Body in any jurisdiction where Parent does not file a particular Tax Return or pay a particular Tax that Parent is subject to taxation by that jurisdiction. (b) All material amounts of income and other Taxes due and owing by Parent on or before the date hereof BHB and its Subsidiaries (whether or not shown on any Tax Return) have been fully paid. The unpaid paid other than Taxes of Parent did not, as of the date of the Parent Balance Sheet, materially exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth that have been reserved or accrued on the face balance sheet of BHB and which BHB or such Subsidiary is contesting in good faith. None of BHB or any of its Subsidiaries is the Parent Balance Sheetbeneficiary of any extension of time within which to file any Tax Return, and neither BHB nor any of its Subsidiaries currently has any open tax years. Since the date of the Parent Balance Sheet, Parent No claim has ever been made by an authority in a jurisdiction where BHB or any Subsidiary thereof does not incurred any material Liability for Taxes outside the Ordinary Course of Business. (c) All material amounts of Taxes file Tax Returns that Parent it is or was required may be subject to taxation by Law to withhold or collect on behalf of its employees, independent contractors, stockholders, lenders, customers or other third parties have been duly and timely withheld or collected and have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purpose. (d) that jurisdiction. There are no Encumbrances Liens for material Taxes (other than Taxes not yet due and payable) upon any of the assets of ParentBHB or any of its Subsidiaries. (b) Each of BHB and its Subsidiaries has withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, shareholder, or other third party. (c) No foreign, federal, state, or local tax audits or administrative or judicial Tax proceedings are being conducted or to the Knowledge of BHB are pending with respect to BHB or any of its Subsidiaries. None of BHB or any of its Subsidiaries has received from any foreign, federal, state, or local taxing authority (including jurisdictions where BHB or any Subsidiary has not filed Tax Returns) any (i) notice indicating an intent to open an audit or other review, (ii) request for information related to Tax matters, or (iii) notice of deficiency or proposed adjustment for any amount of Tax proposed, asserted, or assessed by any taxing authority against BHB or any of its Subsidiaries. (d) Each of BHB and its Subsidiaries has provided LSBG with true and complete copies of the United States federal, state, local, and foreign income Tax Returns filed with respect to BHB or such Subsidiary, as the case may be, for taxable periods ended December 31, 2015, 2014 and 2013. Each of BHB and its Subsidiaries has delivered to LSBG correct and complete copies of all examination reports, and statements of deficiencies assessed against or agreed to by BHB or such Subsidiary, as the case may be, filed for the years ended December 31, 2015, 2014 and 2013. Each of BHB and its Subsidiaries has timely and properly taken such actions in response to and in compliance with notices BHB or such Subsidiary, as the case may be, has received from the IRS in respect of information reporting and backup and nonresident withholding as are required by law. (e) No deficiencies for income None of BHB or other material Taxes with respect to Parent have been claimed, proposed or assessed by any Governmental Body in writing. There are no pending or ongoing audits, assessments or other actions for or relating to any liability in respect of a material amount of Taxes of Parent and Parent has not received written notice threatening any such audit, assessment or other action. Neither Parent nor any of its predecessors Subsidiaries has waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension of time with respect to any income or other material a Tax assessment or deficiency. (f) Parent None of BHB or any of its Subsidiaries has not been a United States real property holding corporation within the meaning of Code Section 897(c)(2) of the Code during the applicable period specified in Code Section 897(c)(1)(A)(ii) ). Each of BHB or any of its Subsidiaries has disclosed on its federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of federal income Tax within the Code. (g) Parent meaning of Code Section 6662. None of BHB or any of its Subsidiaries is not a party to or bound by any Tax allocation agreement, Tax or sharing agreement. Except for an affiliated group with its Subsidiaries or BHB (as applicable), Tax indemnity agreement, none of BHB or similar agreement or arrangement, other than customary commercial contracts entered into in the Ordinary Course any of Business the principal subject matter of which is not Taxes. (h) Parent will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any: its Subsidiaries (i) change in method of accounting for Tax purposes made on or prior to the Closing Date; (ii) use of an improper method of accounting for a Tax period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign Law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h) of the Code. (i) Parent has never been (i) a member of an affiliated group filing a consolidatedconsolidated federal income Tax Return, combined or unitary Tax group (other than such a group the common parent of which is Parent) or (ii) a party to has any joint ventureliability for the Taxes of any individual, bank, corporation, partnership, association, joint stock company, business trust, limited liability company, or other arrangement that is treated as a partnership for U.S. federal income Tax purposes. Parent has no Liability for any material Taxes of any Person unincorporated organization (other than Parent and Merger SubBHB or such Subsidiary) under Treasury Regulations Reg. Section 1.1502-6 (or any similar provision of state, local, or foreign Lawlaw), or as a transferee or successor, by contract, or otherwise. (g) The unpaid Taxes of BHB and its Subsidiaries (i) did not, as of the end of the most recent period covered by BHB’s or such Subsidiary’s call reports filed on or prior to the date hereof, exceed the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements included in BHB’s or such Subsidiary’s call reports filed on or prior to the date hereof (rather than in any notes thereto), and (ii) do not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of BHB or such Subsidiary in filing its Tax Returns. Since the end of the most recent period covered by BHB’s or any of its Subsidiary’s call reports filed prior to the date hereof, none of BHB or any of its Subsidiaries has incurred any liability for Taxes arising from extraordinary gains or losses, as that term is used in GAAP, outside the ordinary course of business consistent with past custom and practice. (h) None of BHB or any of its Subsidiaries has distributed stock of another Person or had its stock distributed by another Person in a transaction that was purported or intended to be governed in whole or in part by Section 355 or Section 361 of the Code. (i) None of BHB or any of its Subsidiaries has participated in a listed transaction within the meaning of Reg. Section 1.6011-4 (or any predecessor provision) and none of BHB or any of its Subsidiaries has been notified of, or to BHB’s Knowledge has participated in, a transaction that is described as a “reportable transaction” within the meaning of Reg. Section 1.6011-4(b)(1).

Tax Matters. (ai) Parent The Corporation has timely filed all income Tax Returns and other material Tax Returns that they were it was required to file under applicable Lawfile. All such Tax Returns are were correct and complete in all material respects and have been prepared in compliance with all applicable Lawrespects. No written claim has ever been made All Taxes owed by any Governmental Body in any jurisdiction where Parent does not file a particular Tax Return or pay a particular Tax that Parent is subject to taxation by that jurisdiction. (b) All material amounts of income and other Taxes due and owing by Parent on or before the date hereof Corporation (whether or not shown on any Tax Return) have been fully paid. The unpaid Taxes of Parent did not, as of through the date of the Parent Balance Sheet, materially exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth on the face of the Parent Balance Sheet. Since the date of the Parent Balance Sheet, Parent has not incurred any material Liability for Taxes outside the Ordinary Course of Business. (c) All material amounts of Taxes that Parent is or was required by Law to withhold or collect on behalf of its employees, independent contractors, stockholders, lenders, customers or other third parties Closing Date have been duly and timely withheld paid or collected and have accrued. The Corporation is not the beneficiary of any extension of time within which to file any Tax Return. No claim has ever been timely paid made by an authority in a jurisdiction where the Corporation does not file Tax Returns that it is or may be subject to the proper Governmental Body or other Person or properly set aside in accounts for this purpose. (d) taxation by that jurisdiction. There are no Encumbrances for material Taxes (other than Taxes not yet due and payable) upon Security Interests on any of the assets of Parenteither the Corporation that arose in connection with any failure (or alleged failure) to pay any Tax. (eii) No deficiencies for income The Corporation has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other material third party. (iii) The Sellers have no knowledge that any authority will assess any additional Taxes for any period for which Tax Returns have been filed. There is no dispute or claim concerning any Tax Liability of the Corporation either (A) claimed or raised by any authority in writing or (B) as to which the Sellers have Knowledge. Paragraph 4(j) of the Sellers' Disclosure Letter lists all federal, state, local, and foreign income Tax Returns filed with respect to Parent the Corporation for taxable periods ended on or after December 31, 1992, indicates those Tax Returns that have been claimedaudited, proposed and indicates those Tax Returns that currently are the subject of audit. The Sellers have delivered to the Purchaser correct and complete copies of all examination reports and statements of deficiencies assessed against or assessed agreed to by any Governmental Body in writing. There are no pending or ongoing auditsthe Corporation since December 31, assessments or other actions for or relating to any liability in respect of a material amount of Taxes of Parent and Parent 1991. (iv) The Corporation has not received written notice threatening any such audit, assessment or other action. Neither Parent nor any of its predecessors has waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension of time with respect to any income or other material a Tax assessment or deficiency. (fv) Parent The Corporation has not filed a consent under Code Section 341(f) concerning collapsible corporations. The Corporation has not made any payment, is not obligated to make any payment, or is not a party to any agreement that under certain circumstances could obligate it to make any payments that will not be deductible under Code Section 280G. The Corporation has not been a United States real property holding corporation within the meaning of Section Code Sec. 897(c)(2) of the Code during the applicable period specified in Code Section 897(c)(1)(A)(ii) ). The Corporation has disclosed on its federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of federal income Tax within the Code. (g) Parent meaning of Code Section 6662. The Corporation is not a party to any Tax allocation agreement, Tax or sharing agreement, Tax indemnity agreement, or similar agreement or arrangement, other than customary commercial contracts entered into in the Ordinary Course of Business the principal subject matter of which is not Taxes. . The Corporation (hA) Parent will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for Tax purposes made on or prior to the Closing Date; (ii) use of an improper method of accounting for a Tax period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign Law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h) of the Code. (i) Parent has never been (i) a member of an Affiliated Group filing a consolidated, combined or unitary Tax group (other than such a group the common parent of which is Parent) or (ii) a party to any joint venture, partnership, or other arrangement that is treated as a partnership for U.S. consolidated federal income Tax purposes. Parent Return or (B) has no Liability for any material the Taxes of any Person (other than Parent and Merger Sub) of the Corporation under Treasury Regulations Regulation Section 1.1502-6 (or any similar provision of state, local, or foreign Lawlaw), or as a transferee or successor, by contract, or otherwise. (vi) Paragraph 4(j) of the Sellers' Disclosure Letter sets forth the following information with respect to the Corporation as of the most recent practicable date: (A) the basis of the Corporation in its assets; and (B) the amount of any net operating loss, net capital loss, unused investment or other credit, unused foreign tax, or excess charitable contribution.

Tax Matters. Except as set forth on Schedule 3.07, and solely with respect to the Business, the Purchased Assets, and the Assumed Liabilities: (a) Parent To the Seller’s Knowledge, Seller has timely filed or caused to be filed all income Tax Returns and other material Tax Returns that they were are required to file under applicable Law. All be filed by Seller, all such Tax Returns are true, complete and correct and complete in all material respects and have been prepared in compliance with respects, all applicable Law. No written claim has ever been made by any Governmental Body in any jurisdiction where Parent does not file a particular Tax Return or pay a particular Tax that Parent is subject to taxation by that jurisdiction. (b) All material amounts of income and other Taxes due and owing by Parent on or before the date hereof Seller (whether or not shown on any Tax Return) for all Pre-Closing Tax Periods have been fully paid. The unpaid , all material Taxes of Parent did not, as of the date of the Parent Balance Sheet, materially exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth on the face of the Parent Balance Sheet. Since the date of the Parent Balance Sheet, Parent has not incurred any material Liability for Taxes outside the Ordinary Course of Business. (c) All material amounts of Taxes that Parent which Seller is or was required by Law obligated to withhold or collect on behalf of its employeesfrom amounts owing to any employee, independent contractorscontractor, stockholderscreditor, lenders, customers stockholder or other third parties party have been duly and timely withheld or collected and have been timely paid to the proper Governmental Body Authority when required. (b) To Seller’s Knowledge, (i) there is currently no material dispute or other Person claim concerning any Tax Liability of Seller claimed or properly set aside raised by any taxing authority of which Seller received written notice, and (ii) Seller has not waived any statute of limitations in accounts for this purposerespect of material Taxes beyond the date thereof or agreed to any extension of time beyond the date thereof with respect to a material Tax assessment or deficiency. The Seller has not received written notice from any taxing authority indicating an intent to open an audit or other review (other than audits that are currently pending or already closed). (c) To Seller’s Knowledge, no claim has been made in writing within the previous six (6) years by an authority in a jurisdiction where the Seller does not file Tax Returns that the Seller is or may be subject to taxation by that jurisdiction, nor is the Seller aware of any such claim. (d) There are no Encumbrances Liens for material Taxes (other than Taxes not yet due and payablepayable or are being contested in good faith) upon any of the assets of Parentthe Seller. (e) No deficiencies The Seller has no liability for income or other material Taxes with respect to Parent have been claimed, proposed or assessed by any Governmental Body in writing. There are no pending or ongoing audits, assessments or other actions for or relating to any liability in respect of a material amount of the Taxes of Parent and Parent has not received written notice threatening any such audit, assessment or other action. Neither Parent nor any of its predecessors has waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension of time with respect to any income or other material Tax assessment or deficiency. Person (fA) Parent has not been a United States real property holding corporation within the meaning of under Treasury Regulation Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (g) Parent is not a party to any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, or similar agreement or arrangement, other than customary commercial contracts entered into in the Ordinary Course of Business the principal subject matter of which is not Taxes. (h) Parent will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for Tax purposes made on or prior to the Closing Date; (ii) use of an improper method of accounting for a Tax period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121 of the Code 1.1502-6 (or any similar provision of state, local or foreign Law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h) of the Code. (i) Parent has never been (i) a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is Parent) or (ii) a party to any joint venture, partnership, or other arrangement that is treated as a partnership for U.S. federal income Tax purposes. Parent has no Liability for any material Taxes of any Person (other than Parent and Merger Sub) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign Law), or (B) as a transferee or successor, or (C) under any Tax-sharing or Tax allocation agreement or any other agreement providing for payments by the Seller with respect to Taxes. (f) Seller is not a “foreign person” as that term is used in Treasury Regulation Section 1.1445-2. (g) To Seller’s Knowledge, the Seller has not engaged in any “reportable transactions” within the meaning of Section 6011 of the Code and the Treasury Regulations promulgated thereunder. This Section 3.07, Section 3.11, and Section 3.16 contain the sole and exclusive representations and warranties with respect to any Tax matters relating to Seller or the Purchased Assets. The representations and warranties in this Section 3.07 refer only to the activities of Seller prior to the Closing and are not intended to serve as representations to, or a guarantee of, nor can they be relied upon for, or with respect to, Taxes attributable to any Tax periods (or portions thereof) beginning, or Tax positions taken, after the Closing Date.

Tax Matters. (ai) Parent Seller has timely filed all income Tax Returns and other material Tax Returns that they were it was required to file under applicable Lawfile. All such Tax Returns are were correct and complete in all material respects and have been prepared in compliance with all applicable Lawrespects. No written claim has ever been made All Taxes owed by any Governmental Body in any jurisdiction where Parent does not file a particular Tax Return or pay a particular Tax that Parent is subject to taxation by that jurisdiction. (b) All material amounts of income and other Taxes due and owing by Parent on or before the date hereof Seller (whether or not shown on any Tax Return) have been fully paid. Seller currently is not the beneficiary of any extension of time within which to file any Tax Return. No claim has ever been made by an authority in a jurisdiction where Seller does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (ii) Seller has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any Transferred Employee or any independent contractor, creditor, stockholder or other third party associated in any way with the Acquired Assets. (iii) No officer of Seller (or employee responsible for Tax matters) expects any authority to assess any additional Taxes with respect to Seller for any period for which Tax Returns have been filed. To the Knowledge of the Seller, there is no dispute or claim concerning any Tax Liability of Seller claimed or raised by any authority in writing. (iv) Seller has not made any payments, is not obligated to make any payments or is not a party to any agreement that under certain circumstances could obligate it to make any payments that will not be deductible under Code (S) 280G. Seller has disclosed on its federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Code (S) 6662. Seller is not a party to any Tax allocation or sharing agreement, but is required to allocate income taxes in accordance with the Code. Seller has no Liability for the Taxes of any Person (other than Seller) under Reg. (S) 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. (v) The unpaid Taxes of Parent Seller (A) did not, as of the date of the Parent Balance SheetMost Recent Fiscal Month End, materially exceed the reserve for Tax liability Liability (excluding rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax itemsincome) set forth on the face of the Parent Most Recent Balance Sheet. Since Sheet (rather than in any notes thereto) and (B) do not exceed that reserve as adjusted for the date of the Parent Balance Sheet, Parent has not incurred any material Liability for Taxes outside the Ordinary Course of Business. (c) All material amounts of Taxes that Parent is or was required by Law to withhold or collect on behalf of its employees, independent contractors, stockholders, lenders, customers or other third parties have been duly and timely withheld or collected and have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purpose. (d) There are no Encumbrances for material Taxes (other than Taxes not yet due and payable) upon any of the assets of Parent. (e) No deficiencies for income or other material Taxes with respect to Parent have been claimed, proposed or assessed by any Governmental Body in writing. There are no pending or ongoing audits, assessments or other actions for or relating to any liability in respect of a material amount of Taxes of Parent and Parent has not received written notice threatening any such audit, assessment or other action. Neither Parent nor any of its predecessors has waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension passage of time with respect to any income or other material Tax assessment or deficiency. (f) Parent has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (g) Parent is not a party to any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, or similar agreement or arrangement, other than customary commercial contracts entered into in the Ordinary Course of Business the principal subject matter of which is not Taxes. (h) Parent will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after through the Closing Date as a result in accordance with the past custom and practice of any: (i) change Seller in method of accounting for filing its Tax purposes made on or prior to the Closing Date; (ii) use of an improper method of accounting for a Tax period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign Law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h) of the Code. (i) Parent has never been (i) a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is Parent) or (ii) a party to any joint venture, partnership, or other arrangement that is treated as a partnership for U.S. federal income Tax purposes. Parent has no Liability for any material Taxes of any Person (other than Parent and Merger Sub) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign Law), or as a transferee or successorReturns.

Tax Matters. (a) Parent has The Trustee, at its expense, shall prepare or cause to be prepared all federal, state, and local tax returns of the Trust for each year for which such returns are required to be filed and shall file or cause such returns to be timely filed all and shall timely pay (or cause to be timely paid) any tax, assessment or other governmental charge owing with respect to the Trust out of Trust Property. The Trustee shall promptly notify the Sponsor if it becomes aware that any tax, assessment or other governmental charge is due or claimed to be due with respect to the Trust. The Trustee shall deliver or cause to be delivered to each Beneficial Owner, and the broker or nominee through which a Beneficial Owner owns its Shares, a Schedule K-1 and such other information, if any, with respect to the Trust as may be necessary for the preparation of the federal income Tax Returns tax or information returns of such Beneficial Owner including a statement showing each Beneficial Owner’s share of income, gain, loss, expense, deductions and other material Tax Returns credits for such fiscal year for U.S. federal income tax purposes as soon as practicable following each fiscal year but generally not later than March 15. The Trustee shall provide the Sponsor with a copy of such documents promptly after such filing or furnishing. If not already obtained, the Trustee shall obtain a taxpayer identification number for the Trust. The Trust hereby indemnifies, to the full extent permitted by law, the Trustee from and against any damages or losses (including attorneys’ fees) arising out of or incurred in connection with any action taken or omitted to be taken by it in carrying out its responsibilities under this Section 4.10(a), to the extent that they were required such action taken or omitted to file under applicable Law. All such Tax Returns are correct and complete in all material respects and have been prepared in compliance with all applicable Law. No written claim has ever been made by any Governmental Body in any jurisdiction where Parent be taken does not constitute fraud, negligence or misconduct. Each Beneficial Owner agrees that it shall not, except as required by applicable law, (i) treat, on its own income or information tax returns or any information returns that it provides to any Beneficial Owner, or to any broker or nominee through which the Beneficial Owner owns its Shares, any item of income, gain, loss, deduction, credit, basis or any other tax item relating to its Shares in a manner inconsistent with the treatment of such items by the Trust as reflected on the Schedule K-1 or other information statement furnished to such Beneficial Owner pursuant to this Section 4.10(a), or (ii) file any claim for a particular Tax Return refund relating to any such item based on, or pay a particular Tax that Parent is subject to taxation by that jurisdictionwhich would result in, such inconsistent treatment. (b) All material amounts The parties hereto and, by its acceptance or acquisition of a Share or a beneficial interest therein and continued ownership thereof, a Beneficial Owner and the broker or nominee through which the Beneficial Owner owns its Share (i) agree to furnish the Sponsor and the Trustee with such representations, forms, documents or information as may be necessary to enable the Trust to comply with its U.S. federal income tax reporting obligations in respect of such Share and other Taxes due and owing to allow the Trust to make the basis adjustments permitted by Parent on or before Section 754 of the date hereof (whether or not shown on any Tax Return) have been fully paid. The unpaid Taxes of Parent did notCode, including information regarding such Beneficial Owner’s secondary market transactions in Shares, as well as creations or redemptions of Shares and including information required by Treasury Regulations Section 1.6031(c)-1T and any successor thereto and (ii) direct brokers and nominees to report to the Trustee the Beneficial Owner’s name and address and such other information as may be reasonably requested by the Trustee for purposes of complying with the Trust’s U.S. federal income tax reporting obligations or as necessary to allow the Trust to make the basis adjustments permitted by Section 754 of the date of the Parent Balance SheetCode, materially exceed the reserve for Tax liability (excluding including information required by Treasury Regulations Section 1.6031(c)-1T and any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth on the face of the Parent Balance Sheet. Since the date of the Parent Balance Sheet, Parent has not incurred any material Liability for Taxes outside the Ordinary Course of Businesssuccessor thereto. (c) All material amounts of Taxes that Parent is Except as provided herein, the Tax Matters Partner may, in its sole discretion, cause the Trust to make, or was required by Law to withhold or collect on behalf of its employeesrefrain from making, independent contractors, stockholders, lenders, customers any income or other third parties have been duly tax elections that the Tax Matters Partner reasonably deems necessary or advisable, including, but not limited to, an election pursuant to Section 754 of the Code. The Tax Matters Partner intends to make the election under Section 754 of the Code. The Beneficial Owners recognize and timely withheld intend that the Trust will be classified as a partnership for U.S. income tax purposes, and will not cause the Trust to make an election to be treated as an association taxable as a corporation for U.S. federal income tax purposes pursuant to Treasury Regulations Section 301.7701-3, or collected and have been timely paid any successor provision, or a similar election under any analogous provision for purposes of state or local law. To the extent necessary, the Trust or the Beneficial Owners (as appropriate) will make any election necessary to obtain treatment consistent with the proper Governmental Body or other Person or properly set aside in accounts for this purposeforegoing. (d) There are no Encumbrances for material Taxes (other than Taxes not yet due and payable) upon any If the Trust makes an election pursuant to Section 754 of the assets Code, the Beneficial Owners agree that the basis of ParentShares and property of the Trust shall be determined taking into account the provisions of Sections 734(b) and 743(b) of the Code, and except as required by applicable law the Beneficial Owners shall report the basis of their Shares or any property of the Trust distributed to the Beneficial Owners or their agents in a redemption as equal to the basis reported by the Trust or its agents to such Beneficial Owners. The Beneficial Owners acknowledge that, to the extent any Beneficial Owner is subject to the xxxx-to-market rules of Section 475 of the Code, the basis of Shares and of any property of the Trust, including property distributed to a Beneficial Owner in a redemption, shall be determined, including for purposes of Sections 734(b) and 743(b) of the Code, by treating such xxxx-to-market as having no effect on such basis. (e) No deficiencies Each Beneficial Owner acknowledges that the Trust may report gain or loss and other tax items, including the allocation of basis and adjustments to basis, in reliance upon the assumption that any redemption of a Beneficial Owner’s Share is a distribution other than in liquidation of the Beneficial Owner’s Share (a “partial redemption”), unless it notifies the Trust or its agent prior to such distribution that such distribution is in liquidation of the Beneficial Owner’s Share (a “complete redemption”). The Beneficial Owner agrees to notify the Trust or its agent within 5 Business Days of any distribution of (i) any gain or loss arising from a redemption of a Share by the Beneficial Owner or its agent in exchange for income such property, and (ii) any difference between the tax basis of such property on the books of the Trust immediately prior to the redemption, as such amount is reported to the Beneficial Owner or its agent, and the basis of the distributed property to the Beneficial Owner or its agent (such gain or loss or basis difference, “Section 734(b) items”) in a manner sufficient for the Trust to adjust the basis of undistributed property held by the Trust under Section 734(b) of the Code if the Trust makes an election pursuant to Section 754 of the Code. Each Beneficial Owner agrees to determine its basis for tax purposes in any property it or its agent receives from the Trust in consideration for a redemption of Shares by reference to the tax basis of such property on the books of the Trust immediately prior to the redemption, as such amount is reported to the Beneficial Owner or its agent by the Trust, subject to adjustment as required under Section 732 or other material Taxes with respect to Parent have been claimed, proposed or assessed by any Governmental Body in writing. There are no pending or ongoing audits, assessments or other actions for or relating to any liability in respect of a material amount of Taxes of Parent and Parent has not received written notice threatening any such audit, assessment or other action. Neither Parent nor any of its predecessors has waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension of time with respect to any income or other material Tax assessment or deficiencyapplicable law. (f) Parent has not been The Trust shall comply with all applicable withholding and backup withholding tax requirements. The Trust shall request, and each Beneficial Owner shall provide to the Trust, and direct any broker or nominee through which the Beneficial Owner owns its Shares to provide to the Trust, such forms or other documentation as are necessary to establish an exemption from or reduction in withholding tax and backup withholding with respect to each Beneficial Owner, and any representations, forms and documents as shall reasonably be requested by the Trust to assist it in determining the extent of, and in fulfilling, its withholding and backup withholding tax obligations. The Trust shall file any required forms with applicable jurisdictions and, unless an exemption from withholding and backup withholding tax is properly established by a United States real property holding corporation within Beneficial Owner, shall remit amounts withheld with respect to the meaning Beneficial Owner to the applicable tax authorities. To the extent that the Trustee reasonably believes that the Trust is required to withhold and pay over any amounts (including taxes, interest, penalties, assessments or additions to tax) to any tax authority with respect to distributions or allocations to any Beneficial Owner, and the Trust does withhold such amounts, the amounts withheld shall be treated as a distribution of Section 897(c)(2) cash to the Beneficial Owner in the amount of the Code during withholding and shall thereby reduce the amount of cash or other property otherwise distributable to such Beneficial Owner. If an amount required to be withheld is not withheld, the Trust may reduce subsequent distributions by the amount of such required withholding. The consent of the Beneficial Owners shall not be required for any such withholding. In the event of any claimed over-withholding, Beneficial Owners shall be limited to an action against the applicable period specified in Section 897(c)(1)(A)(ii) of the Codejurisdiction. (g) Parent is not By its acceptance of a party beneficial interest in a Share, a Beneficial Owner waives all confidentiality rights, including all confidentiality rights provided by Section 3406(f) of the Code and Treasury Regulations Section 31.3406(f)-1, with respect to any Tax allocation agreementrepresentations, Tax sharing agreementforms, Tax indemnity agreementdocuments or information, and any information contained in such representations, forms or documents, that the Beneficial Owner provides, or similar agreement has previously provided, to any broker or arrangementnominee through which it owns its Shares, other than customary commercial contracts entered into to the extent such representations, forms, documents or information may be necessary to (i) assist the Trust in complying with its withholding tax and backup withholding tax obligations pursuant to Section 4.10(f) of this Agreement or (ii) enable the Ordinary Course Trust to comply with its U.S. federal income tax reporting obligations, or to allow the Trust to make the basis adjustments under Section 754 of Business the principal subject matter Code with respect to such Share, pursuant to Section 4.10(d) of this Agreement. Furthermore, the parties hereto and, by its acceptance of a beneficial interest in a Share, a Beneficial Owner, acknowledge and agree that any broker or nominee through which is not Taxesa Beneficial Owner holds its Shares shall be a third party beneficiary to this Agreement for the purposes set forth in Sections 4.10(b), 4.10(f) and 4.10(g). (h) Parent will not be required to include any material item of income inThe Sponsor, or exclude such other person that is designated by the Sponsor, shall act as the Tax Matters Partner and exercise any material item of deduction fromauthority permitted the Tax Matters Partner under the Code and Treasury Regulations, taxable income for any and take whatever steps the Sponsor, or such other person as is designated by the Sponsor to act as the Tax period (Matters Partner, in its reasonable discretion, deems necessary or portion thereof) ending after the Closing Date as a result of any: desirable to perfect such designation, including (i) change in method of accounting for Tax purposes made on or prior to filing any forms and documents with the Closing Date; Internal Revenue Service, (ii) use retaining ownership of an improper method of accounting Shares for a as long as it acts as the Tax period ending on or prior to Matters Partner as may be required under the Closing Date; Code and Treasury Regulations, and (iii) “closing agreement” taking such other action as described in Section 7121 of may from time to time be required under the Code (or any similar provision of state, local or foreign Law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h) of the Code. (i) Parent has never been (i) a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is Parent) or (ii) a party to any joint venture, partnership, or other arrangement that is treated as a partnership for U.S. federal income Tax purposes. Parent has no Liability for any material Taxes of any Person (other than Parent and Merger Sub) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign Law), or as a transferee or successorRegulations.

Tax Matters. (a) Parent The Seller has timely filed all income Tax Returns and other material Tax Returns that they were it was required to file under applicable Lawfile. All such Tax Returns are were correct and complete in all material respects and have been prepared in compliance with all applicable Lawrespects. No written claim has ever been made All Taxes owed by any Governmental Body in any jurisdiction where Parent does not file a particular Tax Return or pay a particular Tax that Parent is subject to taxation by that jurisdiction. (b) All material amounts of income and other Taxes due and owing by Parent on or before the date hereof Seller (whether or not shown on any Tax Return) have been fully paid. The unpaid Taxes Seller is not currently the beneficiary of Parent did not, as any extension of time within which to file any Tax Return. No claim has ever been made by an authority in a jurisdiction where the Seller does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. There are no encumbrances on any of the date Assets of the Parent Balance SheetSeller that arose in connection with any failure (or alleged failure) to pay any Taxes. (b) The Seller has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, materially exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth on the face of the Parent Balance Sheet. Since the date of the Parent Balance Sheetindependent contractor, Parent has not incurred any material Liability for Taxes outside the Ordinary Course of Businesscreditor, shareholder or other third party. (c) All material amounts of There is no basis for any authority to assess any additional Taxes that Parent is or was required by Law to withhold or collect on behalf of its employees, independent contractors, stockholders, lenders, customers or other third parties for any period for which Tax Returns have been duly and timely withheld filed. There is no dispute or collected and have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts claim concerning any liability for this purpose. (d) There are no Encumbrances for material Taxes (other than Taxes not yet due and payable) upon any of the assets Seller (i) claimed or raised by any authority in writing or orally with any directors, officers or employees of Parent. the Seller, or (eii) No deficiencies for as to which any such person has knowledge based upon personal contact with any agent of such authority. Exhibit 3.26 lists all federal, state, local and foreign income or other material Taxes Tax Returns filed with respect to Parent the Seller for taxable periods ended on or after December 31, 1995, indicates those Tax Returns that have been claimedaudited and indicates those Tax Returns that currently are the subject of audit. The Seller has delivered to the Purchaser correct and complete copies of all federal income Tax Returns, proposed examination reports, and statements of deficiencies filed, assessed against or agreed to by the Seller since December 31, 1995. 3.26 Tax Notices Except as set forth on Exhibit 3.27 hereto, no deficiency for any Taxes has been proposed, asserted or assessed by any Governmental Body in writing. There are no pending or ongoing audits, assessments or other actions for or relating to any liability in respect of a material amount of Taxes of Parent and Parent against Seller that has not received written notice threatening any such auditbeen resolved and paid in full. No waiver, assessment extension or other action. Neither Parent nor any comparable consent given by Seller regarding the application of its predecessors has waived any the statute of limitations in respect of any income or other material Taxes or agreed to any extension of time with respect to any income or other material Tax assessment or deficiency. (f) Parent has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (g) Parent Taxes outstanding, nor is not a party to any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, or similar agreement or arrangement, other than customary commercial contracts entered into in the Ordinary Course of Business the principal subject matter of which is not Taxes. (h) Parent will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income request for any Tax period (such waiver or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for Tax purposes made on or prior to the Closing Date; (ii) use of an improper method of accounting for a Tax period ending on or prior to the Closing Date; (iii) “closing agreement” consent pending. Except as described in Section 7121 of the Code (Exhibit 3.27 hereto, there has been no tax audit or other administrative proceeding or court proceeding with respect to any similar provision of stateTaxes, local nor is any such Tax audit or foreign Law) executed on other proceeding pending, nor has there been any notice to Seller by any taxing authority regarding any such Tax, audit or prior other proceeding or, to the Closing Date; (iv) intercompany transaction best knowledge of Seller, is any such Tax audit or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code other proceeding threatened with regard to any transfer Taxes. Seller does not expect the assessment of intangible property any additional Taxes and is not aware of any unresolved questions, claims or disputes concerning the liability for Taxes which would exceed the estimated reserves established on or prior to its books and records. For the Closing Date; (viii) application of Sections 951 or 951A of purposes hereof, the Code (or any similar provision of stateterm "Taxes" means all taxes, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of statecharges, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h) of the Code. (i) Parent has never been (i) a member of a consolidatedfees, combined or unitary Tax group (other than such a group the common parent of which is Parent) or (ii) a party to any joint venture, partnership, levies or other arrangement that is treated as a partnership for U.S. federal income Tax purposes. Parent has no Liability for any material Taxes assessments, including without limitation, all net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, withholding, payroll, employment, workmen's compensation, social security, unemployment, excise, estimated, severance, stamp, occupation, property or other taxes, customs, duties, fees, assessments or charges of any Person (other than Parent kind whatsoever including, without limitation, all interest and Merger Sub) under Treasury Regulations Section 1.1502-6 (penalties thereon, and additions to tax or additional amounts imposed by any similar provision of statetaxing authority, localdomestic or foreign, or foreign Law), or as a transferee or successorupon Seller.

Tax Matters. (a) Parent Buyer and each of its Subsidiaries has timely filed all income Tax Returns and other material Tax Returns that they were it was required to file under applicable LawLaws, other than Tax Returns that are not yet due or for which a valid request for extension was filed consistent with requirements of applicable Laws. All such Tax Returns are true, correct and complete in all material respects and have been were prepared in substantial compliance with all applicable LawLaws. No written claim has ever been made by any Governmental Body in any jurisdiction where Parent does not file a particular Tax Return or pay a particular Tax that Parent is subject to taxation by that jurisdiction. (b) All material amounts of income and other Taxes due and owing by Parent on Buyer or before the date hereof any of its Subsidiaries (whether or not shown on any Tax Return) have been fully timely paid. The unpaid , other than any Taxes of Parent did not, as of the date of the Parent Balance Sheet, materially exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth that have been reserved or accrued on the face balance sheet of Buyer or which Buyer is contesting in good faith. Neither Buyer nor any Subsidiary is the Parent Balance Sheetbeneficiary of any extension of time within which to file any Tax Return, and neither Buyer nor any of its Subsidiaries currently has any open tax years for which the applicable statute of limitations has been extended or suspended. Since the date of the Parent Balance Sheet, Parent No written claim has ever been made by an authority in a jurisdiction where Buyer or any Subsidiary does not incurred any material Liability for Taxes outside the Ordinary Course of Business. (c) All material amounts of Taxes file Tax Returns that Parent it is or was may be subject to taxation by, or required by Law to withhold or collect on behalf of its employeesfile a Tax Return in, independent contractors, stockholders, lenders, customers or other third parties have been duly and timely withheld or collected and have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purpose. (d) that jurisdiction. There are no Encumbrances Liens for material Taxes (other than statutory liens for Taxes not yet due and payable, or Taxes that are being contested in good faith and for which adequate provision has been made on the balance sheet of Buyer) upon any of the assets of ParentBuyer or any of its Subsidiaries. (eb) Buyer and each of its Subsidiaries withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, shareholder, or other third party. (c) No deficiencies for income foreign, federal, state, or other material Taxes local Tax audits or administrative or judicial Tax proceedings are being conducted or, to Buyer’s Knowledge, are pending or threatened with respect to Parent Buyer or any Subsidiary. Other than with respect to audits that have already been claimedcompleted and resolved, neither Buyer nor any Subsidiary has received from any foreign, federal, state, or local Taxing Authority (including in jurisdictions where Buyer or any Subsidiary has not filed Tax Returns) any (i) written notice indicating an intent to open an audit or other review, (ii) request for information related to Tax matters, or (iii) written notice of deficiency or proposed adjustment for any amount of Tax proposed, asserted, or assessed by any Governmental Body Taxing Authority against Buyer or any Subsidiary. (d) Buyer has made available to Company true and complete copies of the United States federal, state, local, and foreign income Tax Returns filed with respect to Buyer or any Subsidiary for taxable periods ended December 31, 2022, 2021 and 2020. Xxxxx has made available to Buyer correct and complete copies of all examination reports and statements of deficiencies assessed against or agreed to by Buyer or any Subsidiary filed for the years ended December 31, 2022, 2021 and 2020. Buyer and each Subsidiary has timely and properly taken such actions in writing. There are no pending response to and in compliance with notices Buyer or ongoing audits, assessments or other actions for or relating to any liability Subsidiary has received from the IRS in respect of a material amount of Taxes of Parent information reporting and Parent has not received written notice threatening any such audit, assessment or other actionbackup and nonresident withholding as are required by Law. Neither Parent Buyer nor any of its predecessors Subsidiary has waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension of time with respect to any income or other material a Tax assessment or deficiencydeficiency and no request to waive or extend such a statute of limitations or time period has been filed or is currently pending. (fe) Parent Neither Buyer nor any Subsidiary has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. Buyer and each Subsidiary has disclosed on its federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Section 6662 of the Code. Neither Buyer nor any Subsidiary is a party to or bound by any Tax allocation or sharing agreement (other than an unwritten agreement with Buyer Bank and its Subsidiaries). Neither Buyer nor any Subsidiary (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was Buyer), or (ii) has liability for the Taxes of any Person (other than Buyer or any Subsidiary) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign Law), as a transferee or successor, by contract, or otherwise. (f) The unpaid Taxes of Buyer and each Subsidiary (i) did not, as of December 31, 2022, exceed the reserve for Tax liability (which reserve is distinct and different from any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements of Buyer as of December 31, 2022 (rather than in any notes to such financial statements), and (ii) do not exceed that reserve as adjusted for the passage of time through the Effective Time in accordance with the past practice of Buyer in filing its Tax Returns. Since December 31, 2022, neither Buyer nor any Subsidiary has incurred any liability for Taxes arising from extraordinary gains or losses, as that term is used in GAAP consistent with past practice and custom. (g) Parent is not a party to Neither Buyer nor any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, or similar agreement or arrangement, other than customary commercial contracts entered into in the Ordinary Course of Business the principal subject matter of which is not Taxes. (h) Parent will not Subsidiary shall be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for Tax purposes made on or prior to the Closing Date; (ii) use of an improper method of accounting for a Tax taxable period ending on or prior to the Closing Date; (iiiii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax Law) executed on or prior to the Closing Date; (iviii) intercompany transaction transactions or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign income Tax Law) entered into on or prior to the Closing Date); (viv) installment sale or open transaction disposition made on or prior to the Closing Date; or (viv) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h) of the Code. (i) Parent has never been (i) a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is Parent) or (ii) a party to any joint venture, partnership, or other arrangement that is treated as a partnership for U.S. federal income Tax purposes. Parent has no Liability for any material Taxes of any Person (other than Parent and Merger Sub) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign Law), or as a transferee or successor.

Tax Matters. (a) Parent has Buyer and its Subsidiaries have timely filed (or received appropriate extensions of time to file) all income material federal, state, local, and foreign Tax Returns and other material required to be filed by them with respect to Taxes. All Tax Returns that they were required to file under applicable Law. All such Tax Returns are correct and complete in all material respects respects. Buyer and its Subsidiaries have been prepared paid or accrued in compliance accordance with GAAP all applicable Law. No written claim has ever been made Taxes owed by any Governmental Body in any jurisdiction where Parent does not file a particular Tax Return or pay a particular Tax that Parent is subject of them for all fiscal periods to taxation by that jurisdictionand including the date of this Agreement. (b) All There is no material amounts of income and other Taxes due and owing by Parent on dispute or before claim concerning the date hereof (whether or not shown on any Tax Return) have been fully paid. The unpaid Taxes of Parent did not, as of the date of the Parent Balance Sheet, materially exceed the reserve for Tax liability (excluding of any reserve of Buyer or its Subsidiaries claimed or raised by any authority in writing and no Tax Returns of Buyer or its Subsidiaries are the subject of pending audits. Neither Buyer nor any of its Subsidiaries has extended the period for deferred Taxes established to reflect timing differences between book and Tax items) set forth on the face assessment or payment of the Parent Balance Sheet. Since the date of the Parent Balance Sheetany Tax, Parent which extension has not incurred any material Liability for Taxes outside the Ordinary Course of Businesssince expired. (c) All material Buyer and its Subsidiaries have withheld and paid over to the appropriate governmental authorities all Taxes required by law to have been withheld and paid in connection with amounts of paid or owing to any employee and in connection with any transaction subject to any sales or use Tax, except for any such Taxes that Parent is or was required by Law to withhold or collect on behalf of its employees, independent contractors, stockholders, lenders, customers or other third parties have been duly and timely withheld or collected and have been timely paid to the proper Governmental Body or other Person or properly set aside are immaterial in accounts for this purposeamount. (d) There are no Encumbrances Neither Buyer nor any of its Subsidiaries has been a member of an affiliated group (as such term is defined in Section 1504 of the Code) filing a consolidated federal income tax return for material Taxes (any tax year, other than Taxes not yet due and payable) upon any a group the common parent of the assets of Parentwhich was Buyer. (e) No deficiencies for income or other material Taxes with respect to Parent have been claimed, proposed or assessed by any Governmental Body in writing. There are no pending or ongoing audits, assessments or other actions for or relating to any liability in respect of a material amount of Taxes of Parent and Parent has not received written notice threatening any such audit, assessment or other action. Neither Parent Buyer nor any of its predecessors Subsidiaries has waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension of time with respect to any income or other material Tax assessment or deficiencyfiled a consent under Code Section 341(f) concerning collapsible corporations. (f) Parent Neither Buyer nor any of its Subsidiaries has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (g) Parent Neither Buyer nor any of its Subsidiaries is not a party to or bound by any Tax Tax-indemnity, Tax-allocation agreement, Tax or Tax-sharing agreement, Tax indemnity agreement, or similar agreement or arrangement, other than customary commercial contracts entered into in the Ordinary Course of Business the principal subject matter of which is not Taxesbetween or among Buyer and its Subsidiaries. (h) Parent Buyer has delivered or made available to the Company true and complete copies of all requested federal, state, local, and foreign income tax returns with respect to Buyer and each of its Subsidiaries. (i) Neither Buyer nor any of its Subsidiaries has made any payments, is obligated to make any payments, or is a party to any agreement, including this Agreement, that individually or collectively could obligate it to make any payment that is not deductible under Section 280G of the Code. (j) No written claims that, in the aggregate, could reasonably be expected to have a Buyer Material Adverse Effect have been made by an authority in a jurisdiction where any of Buyer or its Subsidiaries does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (k) Neither Buyer nor any of its Subsidiaries has distributed the stock of a “controlled corporation” (within the meaning of that term as used in Section 355(a) of the Code) in a transaction subject to Section 355 of the Code within the past two years. (l) Neither Buyer nor any of its Subsidiaries will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax taxable period (or portion thereof) ending after the Closing Date as a result of any: any (iA) change in method of accounting for Tax purposes made on or prior to the Closing Date; (ii) use of an improper method of accounting for a Tax taxable period ending on or prior to the Closing DateDate under Code Section 481(c) (or any corresponding or similar provision of state, local or foreign income Tax law); (iiiB) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Lawincome Tax law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (vC) installment sale or open transaction disposition made on or prior to the Closing Date; or (viD) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h) of the Code. (i) Parent has never been (i) a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is Parent) or (ii) a party to any joint venture, partnership, or other arrangement that is treated as a partnership for U.S. federal income Tax purposes. Parent has no Liability for any material Taxes of any Person (other than Parent and Merger Sub) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign Law), or as a transferee or successor.

Tax Matters. (ai) Parent The Merging Entity has been, since its date of formation, and is, treated for U.S. federal income tax purposes as a C corporation, and is a “United States person” (as defined in Section 7701(a)(30) of the Code). (ii) All Tax Returns required to be filed with any Tax Authority by or on behalf of the Merging Entity (including, for the avoidance of doubt, any Tax Return required to be filed with respect to a Tax Group) have been timely filed in accordance with applicable law, and all income Tax Returns and other material Tax Returns that they were required to file under applicable Law. All such Tax Returns are were correct and complete in all material respects and have been prepared in compliance with all applicable Lawcomplete. No written claim has ever been made by any Governmental Body in any jurisdiction where Parent does not file a particular Tax Return or pay a particular Tax that Parent is subject to taxation by that jurisdiction. (b) All material amounts Taxes of income and other Taxes due and owing by Parent on or before the date hereof Merging Entity (whether or not shown as due and payable on any such Tax ReturnReturns) have been fully paid. The unpaid Taxes of Parent did not, as of the date of the Parent Balance Sheet, materially exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth on the face of the Parent Balance Sheet. Since the date of the Parent Balance Sheet, Parent has not incurred any material Liability for Taxes outside the Ordinary Course of Business. (c) All material amounts of Taxes that Parent is or was required by Law to withhold or collect on behalf of its employees, independent contractors, stockholders, lenders, customers or other third parties have been duly and timely withheld or collected and have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purposeappropriate Tax Authority. (diii) There are no Encumbrances for material Taxes (other than Taxes not yet due and payable) upon any of The Splitter Partnership has been, from the assets of Parent. (e) No deficiencies for income or other material Taxes with respect to Parent have been claimed, proposed or assessed by any Governmental Body in writing. There are no pending or ongoing audits, assessments or other actions for or relating to any liability in respect of a material amount of Taxes of Parent and Parent has not received written notice threatening any such audit, assessment or other action. Neither Parent nor any date of its predecessors has waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension of time with respect to any income or other material Tax assessment or deficiency. (f) Parent has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (g) Parent is not a party to any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, or similar agreement or arrangement, other than customary commercial contracts entered into in the Ordinary Course of Business the principal subject matter of which is not Taxes. (h) Parent will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for Tax purposes made on or prior formation to the Closing Date; (ii) use date of an improper method of accounting for a Tax period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121 of the Code (or any similar provision of stateits termination, local or foreign Law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h) of the Code. (i) Parent has never been (i) a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is Parent) or (ii) a party to any joint venture, partnership, or other arrangement that is treated as a partnership for U.S. federal federal, state, and local income tax purposes, and does not have any tax liabilities. (iv) The Splitter Partnership never, directly or indirectly, held any asset or interest in an entity other than its direct or indirect equity interests in Xxxxxx LLC, Energysource or MissionPoint ES Parallel Fund, L.P. All Tax purposesReturns of the Splitter Partnership have been filed in a manner consistent with IRS Form 1065 Schedules K-1 and other Tax information the Splitter Partnership has received from Xxxxxx LLC and Energysource Holdings. (v) No claim has been made in writing by a Tax Authority that the Merging Entity may be subject to taxation in a jurisdiction where Tax Returns are not filed by or on behalf of the Merging Entity. (vi) No audit or other administrative proceeding is pending or has been threatened in writing, and no judicial proceeding is pending or has been threatened in writing, that involves any Tax or Tax Return filed or paid by or on behalf of the Merging Entity. Parent No closing agreements or Tax rulings have been requested or received from any Tax Authority with respect to the Merging Entity. (vii) The Merging Entity has no Liability for any material not been a member of a Tax Group and is not obligated to pay the Taxes of another person by contract, as a transferee, as a successor or otherwise, including as a result of being a member of a Tax Group. (viii) The Merging Entity has never, directly or indirectly, (a) realized or derived any Person (item of income or gain or incurred any item of loss or expense other than Parent through direct or indirect equity interests in Xxxxxx LLC or Energysource or the Energysource Distribution, (b) held any asset or interest in an entity other than its direct or indirect equity interests in Xxxxxx LLC, Energysource, the Splitter Partnership, MissionPoint ES Parallel Fund, L.P. or MissionPoint HA ES Development I Corp. or (c) incurred any indebtedness or other liability other than its share of the liabilities of Xxxxxx LLC and Merger SubEnergysource. All Tax Returns of the Merging Entity have been filed in a manner consistent with IRS Form 1065 Schedules K-1 and other Tax information the Splitter Partnership has received from Xxxxxx LLC and Energysource Holdings. (ix) The Merging Entity has not undergone an ownership change for purposes of Section 382 of the Code, and no net operating loss of the Merging Entity is currently subject to a limitation under Treasury Regulations Section 1.1502-6 382 of the Code or similar provisions of state or local law. (or any similar provision x) The Merging Entity’s shares of state, local, or foreign Law), or as a transferee or successorcommon stock represent the only currently outstanding equity interests in the Merging Entity.

Tax Matters. (a) Parent has timely Priveterra and its Subsidiaries have prepared and filed all income Tax Returns and other material Tax Returns that they were required to file under applicable Law. All have been filed by them, all such Tax Returns are correct true and complete in all material respects and have been prepared in compliance in all material respects with all applicable Laws and Orders, and Priveterra and its Subsidiaries have paid all income and other material Taxes required to have been paid by them regardless of whether shown on a Tax Return. (b) Priveterra and its Subsidiaries have timely withheld and paid to the appropriate Tax Authority all material amounts required to have been withheld and paid in connection with amounts paid or owing to any employee, individual independent contractor, other service provider, equity interest holder or other third-party. (c) Priveterra and its Subsidiaries are not currently the subject of an audit, examination or administrative or judicial proceeding with respect to Taxes, and have not been informed in writing, or otherwise have knowledge, of the commencement or anticipated commencement of any audit, examination or administrative or judicial proceeding with respect to Taxes that has not been resolved or completed, in each case, with respect to material Taxes. Neither Priveterra nor any of its Subsidiaries has received any written notice from any Tax Authority of a dispute or claim with respect to a material amount of Taxes. (d) Priveterra and its Subsidiaries have not consented to extend or waive the time in which any material Tax may be assessed or collected by any Tax Authority, other than any such extensions or waivers that are no longer in effect or that were extensions of time to file Tax Returns obtained in the ordinary course of business, and no written request for any such waiver or extension is currently pending. (e) No “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or non-U.S. income Tax Law. ), private letter ruling, technical advice memorandum or similar agreement or ruling has been entered into or issued by any Tax Authority with respect to Priveterra or any of its Subsidiaries which agreement or ruling would be effective after the Closing Date. (f) Priveterra and its Subsidiaries are not nor have they been a party to any “listed transaction” as defined in Section 6707A of the Code and Treasury Regulations Section 1.6011-4 (or any corresponding or similar provision of state, local or non-U.S. income Tax Law). (g) There are no Liens for Taxes on any assets of Priveterra or its Subsidiaries other than Permitted Liens. (h) Neither Priveterra nor any of its Subsidiaries has been a distributing corporation or a controlled corporation in a transaction that is purported or intended to be governed by Section 355 of the Code. (i) Neither Priveterra nor any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was Priveterra) or (ii) has any material Liability for the Taxes of any Person (other than Priveterra or any of its Subsidiaries, as applicable) under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or non-U.S. Law), as a transferee or successor, by Contract or otherwise (other than any Contract entered into in the ordinary course of business the principal purpose of which does not relate to Taxes). (j) No written claim has claims have ever been made by any Governmental Body Tax Authority in any a jurisdiction where Parent does Priveterra and its Subsidiaries do not file a particular type of Tax Return or pay a particular type of Tax that Parent Priveterra or any of its Subsidiaries is subject or may be required to taxation by file such type of Tax Return in or pay such type of Tax to that jurisdiction, which claims have not been resolved or withdrawn. (bk) All material amounts of income and other Taxes due and owing by Parent on or before the date hereof (whether or not shown on any Tax Return) have been fully paid. The unpaid Taxes of Parent did not, as of the date of the Parent Balance Sheet, materially exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth on the face of the Parent Balance Sheet. Since the date of the Parent Balance Sheet, Parent has not incurred any material Liability for Taxes outside the Ordinary Course of Business. (c) All material amounts of Taxes that Parent is or was required by Law to withhold or collect on behalf of its employees, independent contractors, stockholders, lenders, customers or other third parties have been duly and timely withheld or collected and have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purpose. (d) There are no Encumbrances for material Taxes (other than Taxes not yet due and payable) upon any of the assets of Parent. (e) No deficiencies for income or other material Taxes with respect to Parent have been claimed, proposed or assessed by any Governmental Body in writing. There are no pending or ongoing audits, assessments or other actions for or relating to any liability in respect of a material amount of Taxes of Parent and Parent has not received written notice threatening any such audit, assessment or other action. Neither Parent Priveterra nor any of its predecessors has waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension of time with respect to any income or other material Tax assessment or deficiency. (f) Parent has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (g) Parent Subsidiaries is not a party to any Tax allocation agreementallocation, Tax sharing agreement, or Tax indemnity agreement, or similar agreement or arrangement, (other than customary commercial contracts one that is included in a Contract entered into in the Ordinary Course ordinary course of Business the principal subject matter of which business that is not primarily related to Taxes) and neither Priveterra nor any of its Subsidiaries is a party to any joint venture, partnership or other arrangement that is treated as a partnership for U.S. federal income Tax purposes. (hl) Parent Priveterra and its Subsidiaries are Tax resident only in their respective jurisdiction of organization, incorporation or formation, as applicable. (m) Neither Priveterra nor any of its Subsidiaries has a branch, permanent establishment (within the meaning of an applicable Tax treaty) or otherwise has an office or fixed place of business in a country other than the country in which it is organized. (n) Neither Priveterra nor any of its Subsidiaries will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax taxable period (or portion thereof) ending after the Closing Date as a result of any: any (i) change in in, or use of improper, method of accounting for Tax purposes made on or prior to the Closing Date; (ii) use of an improper method of accounting for a Tax taxable period ending on or prior to the Closing Date; , (iiiii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign non-U.S. income Tax Law) executed on or prior to the Closing Date; Closing, (iii) installment sale or open transaction disposition made prior to the Closing, (iv) prepaid amount received prior to the Closing, outside of the ordinary course of Business (v) intercompany transaction or excess loss account amount described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign non-U.S. income Tax Law) entered into on ), or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of election under Section 367(d965(h) of the Code to Code. (o) Neither Priveterra nor any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A its Subsidiaries has deferred any Taxes under Section 2302 of the Code CARES Act. (p) No Priveterra Party is, or has been during the period specified in Section 897(c)(1)(A)(ii) of the Code, a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code. (q) All related party transactions involving Priveterra or any of its Subsidiaries are at arm’s length in compliance with Section 482 of the Code, the Treasury Regulations promulgated thereunder and any similar provision of state, local or foreign non-U.S. Law. (r) to Neither Priveterra nor any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h) of the Code. its Subsidiaries (i) Parent has never been (i) a member knows of a consolidatedany fact or circumstance, combined or unitary Tax group (other than such a group the common parent of which is Parent) or (ii) a party has taken or agreed to take any joint venture, partnership, or other arrangement that is treated as a partnership for U.S. federal income Tax purposes. Parent has no Liability for any material Taxes of any Person (other than Parent and Merger Sub) under Treasury Regulations Section 1.1502-6 (action not contemplated by this Agreement or any similar provision of stateAncillary Document, localin each case, or foreign Law), or as a transferee or successorthat would reasonably be expected to prevent the Merger from qualifying for the Intended Tax Treatment.

Tax Matters. (a) Parent has timely filed all income Tax Returns and other All material Tax Returns that they were required to file under applicable Lawbe filed by any of the Sellers have been timely filed. All such Tax Returns are were correct and complete in all material respects respects. The Sellers have delivered or made available upon request to Purchaser complete and have been prepared in compliance with accurate copies of federal income and material state and local Tax Returns of the Sellers for all applicable Law. No written claim has ever been made by any Governmental Body in any jurisdiction where Parent does not file a particular Tax Return years ending on or pay a particular Tax that Parent is subject to taxation by that jurisdictionafter December 31, 2007. (b) All material amounts Except as set forth on Section 3.7(b) of income and other the Sellers’ Disclosure Schedule, all Taxes due and owing by Parent on or before the date hereof (whether or not shown on any Tax Return) imposed on, or with respect to, the Sellers, the Business and the Purchased Assets have been fully paid. The unpaid Taxes of Parent did notNo claim has been made by any Taxing Authority, as and to the Sellers’ Knowledge threatened, in any jurisdiction in which the Sellers has not filed all appropriate Tax Returns or that any of the date Sellers is or may be required to pay Taxes in such jurisdiction in connection with the Business or any of the Parent Balance Sheet, materially exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth on the face of the Parent Balance Sheet. Since the date of the Parent Balance Sheet, Parent has not incurred any material Liability for Taxes outside the Ordinary Course of BusinessPurchased Assets. (c) All material amounts None of Taxes that Parent the Sellers is currently the beneficiary of any extension of time within which to file any Tax Return or was required by Law to withhold or collect on behalf of its employees, independent contractors, stockholders, lenders, customers or other third parties have been duly and timely withheld or collected and have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purposepay any Tax. (d) There are no Encumbrances for material The Sellers have withheld and paid all Taxes (other than Taxes not yet due required to have been withheld and payable) upon paid by the Sellers in connection with amounts paid and/or owing to any Person by any of the assets Sellers and/or relating to the Business or any of Parentthe Purchased Assets. (e) No deficiencies for income judicial, audit or other material Taxes with respect administrative proceeding is pending, and to Parent the Sellers’ Knowledge, threatened, which involves or otherwise relates to any Tax imposed on, or any Tax Return filed by, any of the Sellers or otherwise related to the Sellers, the Business or any of the Purchased Assets. (f) No Taxing Authority has asserted, is asserting or, to the Sellers’ Knowledge, has threatened to assert, a claim against the Sellers and their respective Subsidiaries under, or as a result of, Section 482 of the Code or any similar provision of any other Law. (g) The Sellers have been claimednot made any payments, proposed or assessed by are not obligated to make any Governmental Body in writing. There are no pending or ongoing audits, assessments or other actions for or payments and none of them is a party to any agreement that under certain circumstances could obligate any of them to make any payments relating to any liability in respect of a material amount of Taxes of Parent and Parent has not received written notice threatening any such audit, assessment the Business or other action. Neither Parent nor any of its predecessors has the Purchased Assets that is or would not be deductible under Section 162(m) or 280G of the Code. (h) The Sellers have not waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension of time with respect to any income or other material Tax assessment or deficiencydeficiency which has not been previously resolved. (fi) Parent has not been a United States real property holding corporation within the meaning of Section 897(c)(23.7(i) of the Code during Sellers’ Disclosure Schedule sets forth all closing agreements and Tax rulings requested or received from any Governmental Authority with respect to the applicable period specified in Section 897(c)(1)(A)(ii) of Purchased Assets or the CodeBusiness. (gj) Parent is The Sellers are not a party to obligated in connection with the Business or any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, or similar agreement or arrangement, other than customary commercial contracts entered into in the Ordinary Course of Business the principal subject matter of which is not Taxes. (h) Parent will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for Tax purposes made on or prior to the Closing Date; (ii) use of an improper method of accounting for a Tax period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign Law) executed on or prior Purchased Assets to pay the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h) of the Code. (i) Parent has never been (i) a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is Parent) or (ii) a party to any joint venture, partnership, or other arrangement that is treated as a partnership for U.S. federal income Tax purposes. Parent has no Liability for any material Taxes of any another Person (other than Parent and Merger Sub) under Treasury Regulations Section 1.1502-6 (by Contract, as transferee, as successor or any similar provision of state, local, or foreign Law), or as a transferee or successorotherwise.

Tax Matters. (a) Parent Buyer and each of its Subsidiaries has timely filed all income Tax Returns income, franchise, and other material Tax Returns that they were it was required to file under applicable LawLaws prior to the Effective Time, other than Tax Returns that are not yet due or for which a request for extension was filed consistent with requirements of applicable Laws. All such Tax Returns are correct and 45 complete in all material respects and have been were prepared in substantial compliance with all applicable LawLaws. No written claim has ever been made by any Governmental Body in any jurisdiction where Parent does not file a particular Tax Return or pay a particular Tax that Parent is subject to taxation by that jurisdiction. (b) All material amounts of income and other Taxes due and owing by Parent on Buyer or before the date hereof any of its Subsidiaries (whether or not shown on any Tax Return) have been fully timely paid. The unpaid , other than any Taxes of Parent did not, as of the date of the Parent Balance Sheet, materially exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth that have been reserved or accrued on the face balance sheet of Buyer or which Buyer is contesting in good faith. Neither Buyer nor any Subsidiary is the Parent Balance Sheetbeneficiary of any extension of time within which to file any Tax Return, and neither Buyer nor any of its Subsidiaries currently has any open tax years for which the applicable statute of limitations has been extended or suspended. Since the date of the Parent Balance Sheet, Parent No written claim has ever been made by an authority in a jurisdiction where Buyer or any Subsidiary does not incurred any material Liability for Taxes outside the Ordinary Course of Business. (c) All material amounts of Taxes file Tax Returns that Parent it is or was may be subject to taxation by, or required by Law to withhold or collect on behalf of its employeesfile a Tax Return in, independent contractors, stockholders, lenders, customers or other third parties have been duly and timely withheld or collected and have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purpose. (d) that jurisdiction. There are no Encumbrances Liens for material Taxes (other than statutory liens for Taxes not yet due and payable, or Taxes that are being contested in good faith and for which adequate provision has been made on the balance sheet of Buyer) upon any of the assets of ParentBuyer or any of its Subsidiaries. (eb) Buyer and each Subsidiary has withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, shareholder, or other third party. (c) No deficiencies for income foreign, federal, state, or other material Taxes local Tax audits or administrative or judicial Tax proceedings are being conducted or to Buyer’s Knowledge are pending or threatened with respect to Parent Buyer or any Subsidiary. Other than with respect to audits that have already been claimedcompleted and resolved, neither Buyer nor any of its Subsidiaries has received from any foreign, federal, state, or local Taxing Authority (including jurisdictions where Buyer or its Subsidiaries has not filed Tax Returns) any (i) notice indicating an intent to open an audit or other review, (ii) request for information related to Tax matters, or (iii) written notice of deficiency or proposed adjustment for any amount of Tax proposed, asserted, or assessed by any Governmental Body Taxing Authority against Buyer or any of its Subsidiaries. (d) Buyer and each Subsidiary have timely and properly taken such actions in writing. There are no pending response to and in compliance with notices Buyer or ongoing audits, assessments or other actions for or relating to any liability Subsidiary has received from the IRS in respect of a material amount of Taxes of Parent information reporting and Parent backup and nonresident withholding as are required by Law. Buyer has not received written notice threatening any such audit, assessment or other action. Neither Parent nor any of its predecessors has waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension of time with respect to any income or other material a Tax assessment or deficiencydeficiency and no request to waive or extend such a statute of limitations or time period has been filed or is currently pending. (fe) Parent Neither Buyer nor any Subsidiary has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (f) The unpaid Taxes of Buyer and each Subsidiary (i) did not, as of December 31, 2020, exceed the reserve for Tax liability (which is distinct and different from any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements of Buyer as of December 31, 2020 (rather than in any notes to such financial statements), and (ii) do not exceed that reserve as adjusted for the passage of time through the Effective Time in accordance with the past practice of Buyer in filing its Tax Returns. Since December 31, 2020 neither Buyer nor any Subsidiary has incurred any liability for Taxes arising from extraordinary gains or losses, as that term is used in GAAP. (g) Parent Buyer and each Subsidiary have disclosed on its federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Section 6662 of the Code. Neither Buyer nor any Subsidiary is not a party to or bound by any Tax allocation agreement, or sharing agreement (other than an unwritten agreement with Buyer Bank and its Subsidiaries). Neither Buyer nor any Subsidiary (i) has been a member of an affiliated group filing a consolidated federal income Tax sharing agreement, Tax indemnity agreementReturn (other than a group the common parent of which was Buyer), or similar agreement or arrangement, (ii) has liability for the Taxes of any Person (other than customary commercial contracts entered into in the Ordinary Course Buyer or any Subsidiary) under Treasury Regulations Section 1.1502-6 (or any similar provision of Business the principal subject matter of which is not Taxesstate, local, or foreign Law), as a transferee or successor, by contract, or otherwise. (h) Parent will not Neither Buyer nor any Subsidiary shall be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for Tax purposes made on or prior to the Closing Date; (ii) use of an improper method of accounting for a Tax taxable period ending on or prior to the Closing Date; (iiiii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax Law) executed on or prior to the Closing Date; (iviii) intercompany transaction transactions or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign income Tax Law) entered into on or prior to the Closing Date); (viv) installment sale or open transaction disposition made on or prior to the Closing Date; or (viv) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; . (viii) application Neither Buyer nor any Subsidiary has distributed stock of another Person or had its stock distributed by another Person in a transaction that was purported or intended to be governed in whole or in part by Section 367(d355 or Section 361 of the Code. (j) Neither Buyer nor any Subsidiary is or has been a party to any “listed transaction”, as defined in Section 6707A(c)(2) of the Code and Treasury Regulations Section 1.6011-4(b)(2). (k) Neither Buyer nor any Subsidiary has taken or agreed to take any transfer action, has failed to take or agreed not to take any action or has Knowledge of intangible property on any fact, agreement, plan or prior other circumstance that could reasonably be expected to prevent or impede the Closing Date; (viii) application Merger and the Holdco Merger, taken together, and the Bank Merger from qualifying as a “reorganization” within the meaning of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h368(a) of the Code. (i) Parent has never been (i) a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is Parent) or (ii) a party to any joint venture, partnership, or other arrangement that is treated as a partnership for U.S. federal income Tax purposes. Parent has no Liability for any material Taxes of any Person (other than Parent and Merger Sub) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign Law), or as a transferee or successor.

Tax Matters. Except as set forth on the attached Schedule 3.12: (a) Parent The Seller has timely filed all income Tax Returns with respect to the Division and other material Tax Returns that they were the Business which it is required to file under applicable Law. All laws and regulations, and all such Tax Returns are complete and correct and complete in all material respects and have been prepared in compliance with all applicable Law. No written claim has ever been made by any Governmental Body in any jurisdiction where Parent does not file a particular Tax Return or pay a particular Tax that Parent is subject to taxation by that jurisdictionlaws and regulations. (b) All material amounts of income Seller has paid all Taxes with respect to the Division and other Taxes the Business due and owing by Parent on or before the date hereof it (whether or not such Taxes are required to be shown on any a Tax Return) have been fully paid. The unpaid and has withheld and paid over to the appropriate taxing authority all Taxes of Parent did notwhich it is required to withhold from amounts paid or owing to any employee, as of the date of the Parent Balance Sheetshareholder, materially exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth on the face of the Parent Balance Sheet. Since the date of the Parent Balance Sheet, Parent has not incurred any material Liability for Taxes outside the Ordinary Course of Businesscreditor or other third party. (c) All material amounts of Taxes that Parent is or was required by Law to withhold or collect on behalf of its employees, independent contractors, stockholders, lenders, customers or other third parties have been duly and timely withheld or collected and have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purpose. (d) There are no Encumbrances for material Taxes (other than Taxes not yet due and payable) upon any of the assets of Parent. (e) No deficiencies for income or other material Taxes with respect to Parent have been claimed, proposed or assessed by any Governmental Body in writing. There are no pending or ongoing audits, assessments or other actions for or relating to any liability in respect of a material amount of Taxes of Parent and Parent Seller has not received written notice threatening any such audit, assessment or other action. Neither Parent nor any of its predecessors has waived any statute of limitations in with respect of to any income or other material Taxes or agreed to any extension of time with respect to any income or other material Tax assessment or deficiencydeficiency with respect to the Division or the Business. (d) Since March 31, 2003, Seller has not incurred any liability for Taxes with respect to the Division or the Business other than in the ordinary course. (e) No foreign, federal, state or local tax audits or administrative or judicial proceedings are pending or being conducted with respect to Seller with respect to the Division or the Business. (f) Parent Seller has not been a United States real property holding corporation within received from any foreign, federal, state or local taxing authority any written notice indicating an intent to open an audit or other review with respect to the meaning of Section 897(c)(2) of Division or the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the CodeBusiness. (g) Parent To Seller's knowledge there is no basis for any authority to assess any additional Taxes with respect to the Business for any period for which Tax returns have been filed. There is no dispute, audit, investigation, proceeding or claim concerning any liability with respect to Taxes of the Seller in connection with the Business either (i) claimed or raised by any authority in writing or (ii) to the Knowledge of Seller, threatened based upon contact with any such authority. The Seller is not a party to any Tax allocation agreementaction, Tax sharing agreementproceeding, Tax indemnity agreementaudit, investigation or similar agreement or arrangementinquiry by any government authority relating to Taxes, other than customary commercial contracts entered into in the Ordinary Course of Business the principal subject matter of which is not Taxes. (h) Parent will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for Tax purposes made on or prior nor to the Closing Date; (ii) use Knowledge of an improper method of accounting Seller is there any basis for the same, relating to Taxes, which could result in a Tax period ending on or prior liability to the Closing Date; (iii) “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign Law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h) of the Code. (i) Parent has never been (i) a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is Parent) or (ii) a party to any joint venture, partnership, or other arrangement that is treated as a partnership for U.S. federal income Tax purposes. Parent has no Liability for any material Taxes of any Person (other than Parent and Merger Sub) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign Law), or as a transferee or successorBuyer.

Tax Matters. (a) Parent The Seller has timely filed all income Tax Returns and other material Tax Returns that they were it was required to file under applicable Lawfile. All such Tax Returns are were correct and complete in all material respects and have been prepared in compliance with all applicable Lawrespects. No written claim has ever been made by any Governmental Body in any jurisdiction where Parent does not file a particular Tax Return or pay a particular Tax that Parent is subject to taxation by that jurisdiction. (b) All material amounts of income and other accrued Taxes due and owing by Parent on or before from the date hereof Seller (whether or not shown on any Tax Return) have been fully paid. The Seller currently is not the beneficiary of any extension of time within which to file any Tax Return. No claim has ever been made by an authority in a jurisdiction where the Seller does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. There are no Security Interests on any of the assets of the Seller that arose in connection with any failure (or alleged failure) to pay any Tax. (b) The Seller has withheld and paid all Taxes required to have been withheld and paid by Seller in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party. (c) To the Knowledge of the Seller, no Principal Shareholder or director or officer (or employee responsible for Tax matters) of the Seller expects any authority to assess any additional Taxes for any period for which Tax Returns have been filed. There is no dispute or claim concerning any Tax Liability of the Seller either (A) claimed or raised by any authority in writing or (B) as to which any of the Principal Shareholders and the directors and officers (and employees responsible for Tax matters) of the Seller has Knowledge based upon personal contact with any agent of such authority. Section 3(k) of the Disclosure Schedule lists all federal, state, local, and foreign income Tax Returns filed with respect to the Seller for taxable periods from May 7, 1997 through the present, indicates those Tax Returns that have been audited, and indicates those Tax Returns that currently are the subject of audit. The Seller has delivered to the Buyer correct and complete copies of all filed federal income Tax Returns, examination reports, and statements of deficiencies assessed against or agreed to by the Seller since May 7, 1997. (d) The Seller has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. (e) The unpaid Taxes of Parent the Seller (A) did not, as of the date of the Parent Balance SheetMost Recent Fiscal Month End, materially exceed the reserve for Tax liability Liability (excluding rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax itemsincome) set forth on the face of the Parent Most Recent Balance Sheet. Since Sheet (rather than in any notes thereto) and (B) do not exceed that reserve as adjusted for the date passage of time through the Closing Date in accordance with the past custom and practice of the Parent Balance Sheet, Parent has not incurred any material Liability for Taxes outside the Ordinary Course of Business. (c) All material amounts of Taxes that Parent is or was required by Law to withhold or collect on behalf of Seller in filing its employees, independent contractors, stockholders, lenders, customers or other third parties have been duly and timely withheld or collected and have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purpose. (d) There are no Encumbrances for material Taxes (other than Taxes not yet due and payable) upon any of the assets of Parent. (e) No deficiencies for income or other material Taxes with respect to Parent have been claimed, proposed or assessed by any Governmental Body in writing. There are no pending or ongoing audits, assessments or other actions for or relating to any liability in respect of a material amount of Taxes of Parent and Parent has not received written notice threatening any such audit, assessment or other action. Neither Parent nor any of its predecessors has waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension of time with respect to any income or other material Tax assessment or deficiencyReturns. (f) Parent None of the Assumed Liabilities is an obligation to make a payment that will not be deductible under Code Section 280G. The Seller has not been disclosed on its federal income Tax Returns all positions taken therein that could give rise to a United States real property holding corporation substantial understatement of federal income Tax within the meaning of Code Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (g) Parent 6662. The Seller is not a party to any Tax allocation agreement, Tax or sharing agreement, Tax indemnity agreement, or similar agreement or arrangement, other than customary commercial contracts entered into in the Ordinary Course of Business the principal subject matter of which is not Taxes. . The Seller (hA) Parent will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for Tax purposes made on or prior to the Closing Date; (ii) use of an improper method of accounting for a Tax period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign Law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h) of the Code. (i) Parent has never been (i) a member of an Affiliated Group filing a consolidated, combined or unitary consolidated federal income Tax group Return (other than such a group the common parent of which is Parentwas the Seller) or and (iiB) a party to any joint venture, partnership, or other arrangement that is treated as a partnership for U.S. federal income Tax purposes. Parent has no Liability for any material the Taxes of any Person (other than Parent and Merger Subthe Seller) under Treasury Regulations Reg. Section 1.1502-6 (or any similar provision of state, local, or foreign Lawlaw), or as a transferee or successor, by contract, or otherwise.

Tax Matters. (a) Parent Corry has timely filed (inclusive of applicable ----------- extension periods) with the appropriate governmental agencies all income Tax Returns material federal, state and local income, franchise, excise, sales, use, real and personal property and other material Tax Returns tax returns and reports (including information returns and reports) that they were are required to file under applicable Lawbe filed, and Corry is not materially delinquent in the payment of any taxes shown on such returns or reports or on any assessments for any such taxes received by Corry. All such Tax Returns There are correct included in the Corry Financial Statements adequate reserves for the payment of all accrued but unpaid material federal, state and complete in all material respects local taxes of Corry, including interest and have been prepared in compliance with all applicable Law. No written claim has ever been made by any Governmental Body in any jurisdiction where Parent does not file a particular Tax Return or pay a particular Tax that Parent is subject to taxation by that jurisdiction. (b) All material amounts of income and other Taxes due and owing by Parent on or before the date hereof (penalties, whether or not shown on disputed for such fiscal years as reflected therein and all fiscal years prior thereto. Corry has not executed or filed with the Internal Revenue Service ("IRS") or any Tax Return) state tax authority any agreement extending the period for assessment and collection of any federal or state tax, nor is Corry a party to any action or proceeding by any governmental authority for assessment or collection of taxes. There is no outstanding material assessment or claim for collection of taxes against Corry. Except as set forth in Schedule 4.10 to the Corry Disclosure Schedule, the federal income tax ------------- returns of Corry have been fully paidaudited by the IRS (or are closed to examination due to the expiration of the applicable statute of limitations) and no deficiencies were asserted as a result of such audit which have not been resolved and paid in full or adequate reserves or accruals established in accordance with generally accepted accounting principles with respect thereto. The unpaid Taxes of Parent did Corry has not, during the past five (5) years, except as of the date of the Parent Balance Sheet, materially exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth on the face of the Parent Balance Sheet. Since the date of the Parent Balance Sheet, Parent has not incurred any material Liability for Taxes outside the Ordinary Course of Business. (c) All material amounts of Taxes that Parent is or was required by Law to withhold or collect on behalf of its employees, independent contractors, stockholders, lenders, customers or other third parties have been duly and timely withheld or collected and have been timely paid disclosed in Schedule 4.10 to the proper Governmental Body or other Person or properly set aside in accounts for this purpose. (d) There are no Encumbrances for material Taxes (other than Taxes not yet due and payable) upon Corry Disclosure Schedule, received any notice of the assets of Parent. (e) No deficiencies for income or other material Taxes with respect to Parent have been claimed------------- deficiency, proposed deficiency or assessed by assessment from the IRS or any Governmental Body in writing. There are no pending or ongoing auditsother governmental agency, assessments or other actions for or relating to any liability in respect of a material amount of Taxes of Parent and Parent has not received written notice threatening any such audit, assessment or other action. Neither Parent nor any of its predecessors has waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension of time with respect to any federal, state, county or local taxes. No federal or state tax return of Corry is currently the subject of any audit by the IRS or any other governmental agency. During the past five (5) years, no material deficiencies have been asserted in connection with the federal and state income or other tax returns of Corry and Corry has no reason to believe that any material Tax assessment or deficiency. (f) Parent has not been a United States real property holding corporation within deficiency would be asserted relating thereto. Except as disclosed in Schedule 4.10 to the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (g) Parent Corry Disclosure Schedule, Corry is not a party to any Tax ------------- agreement providing for allocation agreement, Tax or sharing agreement, Tax indemnity agreement, or similar agreement or arrangement, other than customary commercial contracts entered into in the Ordinary Course of Business the principal subject matter of which is not Taxes. (h) Parent will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as taxes. Corry has never been a result of any: (i) change in method of accounting for Tax purposes made on or prior to the Closing Date; (ii) use member of an improper method "affiliated group of accounting for a Tax period ending on or prior to corporations" (within the Closing Date; (iii) “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign Law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application meaning of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h1504(a) of the Code. (i) Parent has never been (i) a member of a consolidatedfiling consolidated returns, combined or unitary Tax group (other than such a the affiliated group of which Corry is or Corry was the common parent of which is Parent) or (ii) a party to any joint venture, partnership, or other arrangement that is treated as a partnership for U.S. federal income Tax purposes. Parent has no Liability for any material Taxes of any Person (other than Parent and Merger Sub) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign Law), or as a transferee or successorparent.

Tax Matters. (a) Parent has (i) timely filed (or has had timely filed on its behalf) all income Tax Returns and other material Tax Returns that they were required to file under applicable Law. All be filed, and all such Tax Returns are true, correct and complete complete; (ii) timely and properly paid all Taxes due and payable for all Tax periods or portions thereof, whether or not shown on such Tax Returns; (iii) established in all material respects Parent’s books of account, in accordance with GAAP and have been prepared in compliance consistent with past practices, adequate reserves for the payment of any Taxes not yet due and payable; and (iv) complied with all applicable Lawlaws relating to the withholding of Taxes and the payment thereof. (b) There are no Liens (other than Permitted Liens) for Taxes upon any assets of Parent. (c) No deficiency for any Taxes has been proposed, asserted or assessed against Parent that has not been resolved and paid in full. No written claim waiver, extension or comparable consent given by Parent regarding the application of the statute of limitations with respect to any Taxes or Tax Return is outstanding, nor is any request for any such waiver or consent pending. There is no pending Tax audit or other administrative proceeding or court proceeding with regard to any Taxes or Tax Return for any Tax year of Parent, nor has ever there been made any notice to Parent by any Governmental Body Authority regarding any such Tax audit or other proceeding, nor is any such Tax audit or other proceeding threatened with regard to any Taxes or Tax Returns of Parent. (d) Parent has no Liability for Taxes in any a jurisdiction where Parent it does not file a particular Tax Return Return, nor has Parent received notice from a Taxing Authority in such a jurisdiction that it is or pay a particular Tax that Parent is may be subject to taxation by that jurisdiction. (be) All material amounts transactions that could give rise to an underpayment of income and other Taxes due and owing Tax (within the meaning of Section 6662 of the Code) were reported by Parent in a manner for which there is substantial authority or were adequately disclosed on or before the date hereof (whether or not shown on any Tax ReturnReturns as required in accordance with Section 6662(d)(2)(B) have been fully paid. The unpaid Taxes of Parent did not, as of the date of the Parent Balance Sheet, materially exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth on the face of the Parent Balance Sheet. Since the date of the Parent Balance Sheet, Parent has not incurred any material Liability for Taxes outside the Ordinary Course of Business. (c) All material amounts of Taxes that Parent is or was required by Law to withhold or collect on behalf of its employees, independent contractors, stockholders, lenders, customers or other third parties have been duly and timely withheld or collected and have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purpose. (d) There are no Encumbrances for material Taxes (other than Taxes not yet due and payable) upon any of the assets of Parent. (e) No deficiencies for income or other material Taxes with respect to Parent have been claimed, proposed or assessed by any Governmental Body in writing. There are no pending or ongoing audits, assessments or other actions for or relating to any liability in respect of a material amount of Taxes of Parent and Parent has not received written notice threatening any such audit, assessment or other action. Neither Parent nor any of its predecessors has waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension of time with respect to any income or other material Tax assessment or deficiencyCode. (f) Parent is not a party to any agreement, contract, arrangement or plan that has resulted or could result, separately or in the aggregate, in connection with this Agreement or any change of control of Parent, in the payment of any “excess parachute payments” within the meaning of Section 280G of the Code, and the consummation of the transactions contemplated by this Agreement will not be a factor causing payments to be made that are not deductible (in whole or in part) as a result of the application of Section 280G of the Code. (g) Parent has not been a member of any joint venture, partnership, contract or other arrangement that is treated as a “partnership” for federal, state, local or foreign income Tax purposes. Parent does not own any interest in an entity that is classified as an entity that is “disregarded as an entity separate from its owner” under Treasury Regulations Section 301.7701-3(b). (h) Parent (i) has not been a member of an affiliated group filing a consolidated Return, and (ii) has no Liability for the Taxes of any Person (other than Parent) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. (i) Parent is not required to include in income any adjustment under Section 481(a) of the Code by reason of a voluntary change in accounting method initiated by Parent, and the IRS has not proposed any such adjustment or change in accounting method. (j) Parent is not, and has not been at any time, a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (gk) Parent is not a party to or bound by any obligations under any Tax allocation agreementsharing, Tax sharing agreementallocation, Tax indemnity agreement, or similar agreement or arrangement, other than customary commercial contracts entered into in the Ordinary Course of Business the principal subject matter of which is not Taxes. (hl) Parent will has not be required to include engaged in any material item of income in, reportable or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date listed transaction as a result of any: (i) change in method of accounting for Tax purposes made on or prior to the Closing Date; (ii) use of an improper method of accounting for a Tax period ending on or prior to the Closing Date; (iii) “closing agreement” as described in defined under Section 7121 6011 of the Code (and the Treasury Regulations promulgated thereunder or under any similar provision of state, local or foreign Law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h) of the Code. (i) Parent has never been (i) a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is Parent) or (ii) a party to any joint venture, partnership, or other arrangement that is treated as a partnership for U.S. federal income Tax purposes. Parent has no Liability for any material Taxes of any Person (other than Parent and Merger Sub) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign Law), or as a transferee or successorstate law.

Tax Matters. (a) Parent The Company has timely filed all income Tax Returns and other material Tax Returns that they were it was required to file under applicable Lawlaws and regulations. All such Tax Returns are were correct and complete in all material respects and have been prepared in substantial compliance with all applicable Lawlaws and regulations. No written claim has ever been made by any Governmental Body in any jurisdiction where Parent does not file a particular Tax Return or pay a particular Tax that Parent is subject to taxation by that jurisdiction. (b) All material amounts of income and other Taxes due and owing by Parent on or before the date hereof Company (whether or not shown on any Tax Return) have been fully paid. The unpaid Taxes of Parent did not, Except as of the date of the Parent Balance Sheet, materially exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth on Schedule 3.24(c), the face Company currently is not the beneficiary of any extension of time within which to file any Tax Return. No claim has ever been made by an authority in a jurisdiction where the Parent Balance Sheet. Since the date of the Parent Balance Sheet, Parent has Company does not incurred any material Liability for Taxes outside the Ordinary Course of Business. (c) All material amounts of Taxes file Tax Returns that Parent it is or was required may be subject to taxation by Law to withhold or collect on behalf of its employees, independent contractors, stockholders, lenders, customers or other third parties have been duly and timely withheld or collected and have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purpose. (d) that jurisdiction. There are no Encumbrances Liens for material Taxes (other than Taxes not yet due and payable) upon any of the assets of Parentthe Company. (eb) The Company has withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party. (c) No deficiencies Seller or director or officer (or employee responsible for income Tax matters) of the Company expects any authority to assess any additional Taxes for any period for which Tax Returns have been filed. No foreign, federal, state, or other material Taxes local tax audits or administrative or judicial Tax proceedings are pending or being conducted with respect to Parent have been claimedthe Company. The Company has not received from any foreign, federal, state, or local taxing authority (including jurisdictions where the Company has not filed Tax Returns) any (i) written notice indicating an intent to open an audit or other review, (ii) request for information related to Tax matters, or (iii) notice of deficiency or proposed adjustment for any amount of Tax proposed, asserted, or assessed by any Governmental Body in writingtaxing authority against the Company. There Schedule 3.24(c) lists all federal, state, local, and foreign income Tax Returns filed with respect to the Company for taxable periods ended on or after December 31, 1999, indicates those Tax Returns that have been audited, and indicates those Tax Returns that currently are no pending the subject of audit. The Managing Sellers have delivered to Buyer correct and complete copies of all federal income Tax Returns, examination reports, and statements of deficiencies assessed against or ongoing auditsagreed to by any of the Company filed or received since December 31, assessments or other actions for or relating to any liability in respect of a material amount of Taxes of Parent and Parent 1998. (d) The Company has not received written notice threatening any such audit, assessment or other action. Neither Parent nor any of its predecessors has waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension of time with respect to any income or other material a Tax assessment or deficiency. (fe) Parent The Company has not filed a consent under Code ss.341(f) concerning collapsible corporations. The Company is not a party to any agreement, contract, arrangement or plan that has resulted or would result, separately or in the aggregate, in the payment of (i) any "excess parachute payment" within the meaning of Code ss.280G (or any corresponding provision of state, local or foreign Tax law) and (ii) any amount that will not be fully deductible as a result of Code ss.162(m) (or any corresponding provision of state, local or foreign Tax law). The Company has not been a United States real property holding corporation within the meaning of Section 897(c)(2Code ss.897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(iiCode ss.897(c)(1)(A)(ii). The Company has disclosed on its federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Code ss.6662. The Company is not a party to or bound by any Tax allocation or sharing agreement. The Company (A) has not been a member of an Affiliated Group filing a consolidated federal income Tax Return (other than a group the common parent of which was the Company) or (B) does not have any Liability for the Taxes of any Person (other than the Company) under Reg. ss.1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (f) Schedule 3.24(f) sets forth the following information with respect to the Company (or, in the case of clause (B) below, with respect to each of the Subsidiaries) as of the most recent practicable date (as well as on an estimated pro forma basis as of the Closing giving effect to the consummation of the transactions contemplated hereby): (A) the basis of the Company in its assets; (B) the basis of the stockholder(s) of any subsidiary of the CodeCompany in its stock (or the amount of any excess loss account); (C) the amount of any net operating loss, net capital loss, unused investment or other credit, unused foreign tax, or excess charitable contribution allocable to the Company; and (D) the amount of any deferred gain or loss allocable to the Company arising out of any intercompany transaction. (g) Parent The unpaid Taxes of the Company (A) did not, as of the Most Recent Fiscal Month End, exceed the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the Most Recent Balance Sheet (rather than in any notes thereto) and (B) do not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company in filing their Tax Returns. Since the date of the Most Recent Balance Sheet, the Company has not incurred any liability for Taxes arising from extraordinary gains or losses, as that term is not a party to any Tax allocation agreementused in GAAP, Tax sharing agreement, Tax indemnity agreement, or similar agreement or arrangement, other than customary commercial contracts entered into in outside the Ordinary Course of Business the principal subject matter of which is not Taxesconsistent with past custom and practice. (h) Parent The Company will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax taxable period (or portion thereof) ending after the Closing Date as a result of any: (iA) change in method of accounting for Tax purposes made on or prior to the Closing Date; (ii) use of an improper method of accounting for a Tax taxable period ending on or prior to the Closing Date; (iiiB) “"closing agreement” " as described in Section 7121 of the Code ss.7121 (or any corresponding or similar provision of state, local or foreign Lawincome Tax law) executed on or prior to the Closing Date; (ivC) intercompany transaction transactions or any excess loss account described in Treasury Regulations under Section 1502 of the Code ss.1502 (or any corresponding or similar provision of state, local or foreign Law) entered into on or prior to the Closing Dateincome Tax law); (vD) installment sale or open transaction disposition made on or prior to the Closing Date; or (viE) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h) of the Code. (i) Parent has never been (i) a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is Parent) or (ii) a party to any joint venture, partnership, or other arrangement that is treated as a partnership for U.S. federal income Tax purposes. Parent has no Liability for any material Taxes of any Person (other than Parent and Merger Sub) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign Law), or as a transferee or successor.

Tax Matters. (a) Parent has timely filed all All U.S. federal and state income Tax Returns and all other material Tax Returns that they were required to file under be filed with any taxing authority by, or with respect to Parent and Merger Sub have been filed in accordance with all applicable Law. All law, and such Tax Returns are true, correct and complete in all material respects respects. Parent or Merger Sub has timely paid all Taxes shown as due and payable on such Tax Returns or that are otherwise due. Each of Parent and Merger Sub has made provision for all material Taxes payable by it for which no Tax Return has yet been filed. (b) There is no action, suit, proceeding, audit or claim now pending or, to the knowledge of Parent, threatened against or with respect to Parent or Merger Sub in respect of any Tax and no taxing authority has given written notice of the commencement of any audit, examination or deficiency action with respect to any such Taxes. (c) Each of Parent and Merger Sub has withheld and paid all Taxes required to have been prepared withheld and paid in compliance connection with all amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party. Each of Parent and Merger Sub has not made any payments, is not obligated to make any payments and is not a party to any agreement that under certain circumstances could obligate it to make any payments that will not be deductible under Section 162(m) or 280G of the Code. (d) There are no outstanding Contracts or waivers extending the statutory period of limitations applicable Law. No to any claim for, or the period for the collection or assessment of, material Taxes of Parent or Merger Sub due for any taxable period. (e) Each of Parent and Merger Sub has not received written notice of any claim, and, to the knowledge of Parent, no claim has ever been made made, by any Governmental Body taxing authority in any a jurisdiction where Parent or Merger Sub does not file a particular Tax Return or pay a particular Tax Returns that Parent or Merger Sub is or may be subject to taxation by that jurisdiction. (bf) All material amounts of income and other Taxes due and owing by Parent on or before the date hereof (whether or not shown on any Tax Return) have been fully paid. The unpaid Taxes of Parent did not, as of the date of the Parent Balance Sheet, materially exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth on the face of the Parent Balance Sheet. Since the date of the Parent Balance Sheet, Parent has not incurred any material Liability for Taxes outside the Ordinary Course of Business. (c) All material amounts of Taxes that Parent is or was required by Law to withhold or collect on behalf of its employees, independent contractors, stockholders, lenders, customers or other third parties have been duly and timely withheld or collected and have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purpose. (d) There are no Encumbrances for material Taxes (other than Taxes not yet due and payable) upon any of the assets of Parent. (e) No deficiencies for income or other material Taxes with respect to Parent have been claimed, proposed or assessed by any Governmental Body in writing. There are no pending or ongoing audits, assessments or other actions for or relating to any liability in respect of a material amount of Taxes Each of Parent and Parent Merger Sub has not received written notice threatening requested, nor is the subject of or bound by, any such auditprivate letter ruling, assessment technical advise memorandum, closing agreement or other action. Neither Parent nor similar ruling, memorandum or agreement with any of its predecessors has waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension of time taxing authority with respect to any income or other material Tax assessment or deficiency. (f) Parent has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the CodeTaxes, nor is any such request outstanding. (g) Parent is not a party to any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, or similar agreement or arrangement, other than customary commercial contracts entered into in the Ordinary Course Each of Business the principal subject matter of which is not Taxes. (h) Parent will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for Tax purposes made on or prior to the Closing Date; (ii) use of an improper method of accounting for a Tax period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign Law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h) of the Code. (i) Parent has never been (i) a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is Parent) or (ii) a party to any joint venture, partnership, or other arrangement that is treated as a partnership for U.S. federal income Tax purposes. Parent has no Liability for any material Taxes of any Person (other than Parent and Merger Sub) under Sub has not participated in a “listed transaction,” as defined in Treasury Regulations Regulation § 1.6011-4(b)(2). Section 1.1502-6 (or any similar provision of state, local, or foreign Law), or as a transferee or successor.5.10

Tax Matters. (a) Parent Each Transferred Entity has timely filed (taking into account any valid extensions) all income Tax Returns and other material Tax Returns (in each case taking into account any extensions of time within which to file such Tax Returns) that they were it was required to file under applicable LawLegal Requirements. All such Tax Returns are were correct and complete in all material respects and have been prepared in compliance with all applicable LawLegal Requirements. No Transferred Entity is currently the beneficiary of any extension of time within which to file any material Tax Return. No written claim for a material amount of Taxes has ever been made by any Governmental Body a Tax authority in any a jurisdiction where Parent a Transferred Entity does not file a particular type of Tax Return or pay a particular type of Tax that Parent such Transferred Entity is subject or may be required to taxation by that jurisdictionfile such type of Tax Return or pay such type of Tax. (b) All material Taxes required to be paid for which a Transferred Entity is liable have been duly and timely paid. All material amounts of income and other Taxes due and owing by Parent on or before the date hereof (whether or not shown on any Tax Return) have been fully paid. The unpaid Taxes of Parent did not, as of Transferred Entities have been reserved for on the date of the Parent Company Unaudited Interim Balance Sheet, materially exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth on the face of the Parent Balance Sheet‎if applicable‎ in accordance with GAAP. Since the date of the Parent Company Unaudited Interim Balance Sheet, Parent if applicable, ‎no Transferred Entity has not incurred any material Liability for Taxes outside the Ordinary Course of Business. (c) All Each Transferred Entity has withheld and paid all material Taxes required to have been withheld and paid in connection with any amounts of Taxes that Parent is paid or was required by Law owing to withhold or collect on behalf of its employeesany employee, independent contractorscontractor, stockholderscreditor, lenders, customers stockholder or other third parties have been duly and timely withheld or collected Person, and have been timely paid to materially complied with all related reporting and record-keeping requirements. To the proper Governmental Body or other Person or Company’s Knowledge, each Transferred Entity has properly set aside classified all employees and independent contractors in accounts for this purposeaccordance with applicable Laws. (d) There are no Encumbrances for material Taxes (other than Taxes not yet due and payablePermitted Encumbrances) upon any of the assets of Parentany Transferred Entity. (e) No material deficiencies for income or other material Taxes with respect to Parent the Transferred Entities have been claimed, proposed proposed, asserted or assessed by any Governmental Body in writing. There are no pending or ongoing (or, based on written notice, threatened) audits, assessments assessments, claims, suits or other actions for or relating to any liability in respect of a material amount of Taxes of Parent the Transferred Entities. The Company has delivered or made available to Buyer complete and Parent has not received written notice threatening any such auditaccurate copies of all material Tax Returns of the Transferred Entities for taxable years remaining open under the applicable statute of limitations filed since December 31, assessment 2018 and accurate copies of all audit or other actionexamination reports and statements of deficiencies assessed against or agreed to by the Transferred Entities since December 31, 2018. Neither Parent nor any of its predecessors No Transferred Entity has waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension of time with respect to any income or other a material Tax assessment or deficiency, nor has any request been made in writing for any such extension or waiver. (f) Parent has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (g) Parent No Transferred Entity is not a party to to, or bound by, or has any obligation under any Tax allocation allocation, Tax receivable agreement, Tax sharing agreement, Tax indemnity agreement, or similar agreement or arrangement(including indemnity arrangements), other than customary those (i) solely between the Company and other Transferred Entity, (ii) the Tax Receivable Agreement, or (iii) commercial contracts Contracts entered into in the Ordinary Course of Business with unrelated third parties, the principal subject matter primary purpose of which is not related to Taxes. To the Knowledge of the Company, no payments or other amounts are due and owing to any Person under the Tax Receivable Agreement. (hg) Parent will not be required to include any material item of income in, No Transferred Entity is or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for Tax purposes made on or prior to the Closing Date; (ii) use of an improper method of accounting for a Tax period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign Law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent has not made any election under Section 965(h) of the Code. (i) Parent has never ever been (i) a member of an affiliated, consolidated, combined, unitary, joint or similar group for purposes of filing a consolidated, combined or unitary Tax group Return or paying Taxes (other than such a group the common parent of which is Parentthe Company or any other Transferred Entity) or (ii) a party to any joint venture, partnership, or other arrangement that is treated as a partnership for U.S. federal income federal, state, local or foreign Tax purposes. Parent No Transferred Entity ‎ has no any material Liability for any material the Taxes of any Person (other than Parent and Merger Subanother Transferred Entity) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign Law), or as a transferee or successor, by Contract, or otherwise. (h) No Transferred Entity has been party to a transaction that was intended to be governed in whole or in part by Section 355 of the Code (i) in the two (2) years prior to the date of this Agreement or (ii) in a distribution which could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with the transactions contemplated by this Agreement. (i) No Transferred Entity has entered into any “reportable transaction” described in Treasury Regulations § 1.6011-4(b) or any similar transaction requiring disclosure under similar provision of state, local or non-U.S. Law. (j) No Transferred Entity has engaged in a trade or business, been resident for Tax purposes, had a branch or a permanent establishment (within the meaning of an applicable Tax treaty) or otherwise become subject to Tax in any jurisdiction (or political subdivision thereof or therein) other than the U.S. (or any jurisdiction or political subdivision thereof or therein). (k) No Transferred Entity has requested for any private letter ruling, administrative relief or technical advice pending with any Tax authority that relates to Taxes or Tax Returns of the Transferred Entities, and no power of attorney has been granted by or with respect to a Transferred Entity with respect to any matter relating to Taxes other than in the Ordinary Course of Business. (l) No Transferred Entity has entered into a closing agreement pursuant to Section 7121 of the Code (or any predecessor provision or any similar ‎provision of state, local or non-U.S. applicable Law) that would be binding ‎upon any Transferred Entity after the Closing Date.‎ (m) ‎‎No Transferred Entity will be required to include ‎any item of income in, or exclude any item of deduction from, taxable income for any ‎taxable period (or portion thereof) ending after the Closing Date as a result of: (i) any ‎change in, or use of improper, method of accounting for a taxable period ending on or ‎prior to the Closing Date; (ii) any installment sale or open ‎transaction made on or prior to the Closing Date; or (iii) any prepaid amount or advance ‎payments received or deferred revenue received or accrued on or prior to the Closing ‎Date.‎ (n) No Transferred Entity has (i) claimed an employee retention tax credit ‎under ‎Section 2301 of the ‎‎CARES Act, (ii) deferred any ‎amount of the employer’s ‎share of ‎‎any ‎‎“applicable ‎employment taxes” under Section 2302 of the ‎CARES Act that has not been repaid, (iii) ‎‎‎claimed any Tax ‎credits ‎under Sections 7001 through 7005 of the Families First ‎‎‎Coronavirus ‎Response Act (Public ‎Law ‎‎116-127 enacted in 2020) or Section 2301 of the ‎‎CARES Act, or (iv) ‎otherwise ‎deferred ‎any Taxes ‎‎(including the employee portion of any ‎payroll ‎Taxes) under any ‎legislation or executive ‎order ‎enacted or issued in response to ‎‎COVID-19.‎ (o) No asset of any Transferred Entity (i) secures any indebtedness the ‎interest on which is tax-exempt ‎under Section 103(a) of the Code, (ii) is “tax-exempt use ‎property” within the meaning of ‎Section 168(h) of the Code, (iii) is “tax exempt bond financed ‎property” within the meaning of ‎Section 168(g)(5) of the Code, (iv) is “limited use property” ‎within the meaning of Revenue ‎Procedure 2001-28 or (v) will be treated as owned by any other ‎Person pursuant to the provisions ‎of Section 168(f)(8) of the Code.‎ (p) ‎No Transferred Entity has included, or will be required to ‎include, any amount in income by reason of Section 965(a) of the Code, or has any ‎obligation to make any payment described in Section 965(h) of the Code.‎ (q) No Transferred Entity owns (directly or indirectly) stock or a warrant in ‎any corporation that is (or was at any time during the course of such ownership) a passive foreign ‎investment company, as defined in Section 1297 of the Code.‎ (r) No Transferred Entity is, nor has been, a United States real property holding corporation within the ‎meaning of Section 897(c)(2) of the Code during the applicable period specified in Section ‎‎897(c)(1)(A)(ii) of the Code.‎ (s) Prior to the Plan Effective Date, Sunlight Financial has been properly classified as a partnership for U.S. federal and applicable state and local income Tax purposes and has never been treated as an association taxable as a corporation, including by reason of being a “publicly traded partnership” within the meaning of Section 7704 of the Code and the Treasury Regulations thereunder. Each of Sunlight Financial Holdings Inc. and SL Financial Holdings Inc. is and has been properly classified as a corporation for U.S. federal and applicable state and local income Tax purposes since the date of its formation. Each of SL Financial Investor I LLC and SL Financial Investor II LLC is and has been properly classified as an “entity disregarded from its owner” for U.S. federal and applicable state and local income Tax purposes since the date of its formation. Sunlight Financial has not made any election under Section 1101(g)(4) of Title XI of the Bipartisan Budget Act of 2015, H.R. 1314, Public Law Number 114-74 nor has it failed to make any election that was available to be made by it under Section 6226 of the Code (or a similar provision of applicable state, local or non-U.S. Law). (t) Section 3.16(t) of the Company Disclosure Schedules lists the U.S. federal entity classification of each Transferred Entity ‎ and the date (if any) of any election made by any such Person pursuant to Treasury Regulations Section 301.7701-3 to change its classification in the five (5)-year period ending on the date hereof. For purposes of this Section 3.16, for the avoidance of doubt, any reference to the Company, Sunlight Financial or any Subsidiary shall be deemed to include any Person that merged with or was liquidated or converted into the Company, Sunlight Financial or such Subsidiary and any predecessor or successor thereof.

Tax Matters. (a) Parent has timely The Sellers have filed all income Tax Returns and other material Tax Returns that they were as required to file under applicable Lawby Legal Requirements or obtained permitted extensions for any such filings. All such Tax Returns are were true, complete and correct and complete in all material respects and respects. The Sellers have been prepared in compliance with paid all applicable Law. No written claim has ever been made by any Governmental Body in any jurisdiction where Parent does not file a particular Tax Return or pay a particular Tax that Parent is subject to taxation by that jurisdiction. (b) All material amounts of income and other Taxes due and owing by Parent on or before the date hereof (Taxes, whether or not shown as due on such Tax Returns required to be paid with respect to, or that could give rise to a lien on the assets of, a Seller. 4.24.1 Except as set forth in Schedule 4.24, other than as part of a combined or unitary audit of any Tax Return) Return of a Seller or one of its Affiliates, none of the Sellers' Tax Returns have been fully paidaudited by any Taxing Authority. The unpaid No action or assessment or collection of Taxes of Parent did notor against a Seller is currently in progress. All deficiencies proposed as a result of such audits have been paid, reserved against, settled or, as of the date of the Parent Balance Sheet, materially exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth on the face of the Parent Balance Sheet. Since the date of the Parent Balance Sheet, Parent has not incurred any material Liability in Schedule 4.24 are being contested in good faith by appropriate proceedings for Taxes outside the Ordinary Course of Businesswhich adequate reserves are maintained in accordance with GAAP. (c) All material amounts of Taxes that Parent is or was required by Law to withhold or collect on behalf of its employees, independent contractors, stockholders, lenders, customers or other third parties have been duly and timely withheld or collected and have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purpose. (d) 4.24.2 There are no Encumbrances for audits, examinations, disputes or proceedings pending or threatened in writing with respect to, or claims or assessments asserted or threatened in writing or, any material amount of Taxes (upon any of the Sellers, and to the Knowledge of the Sellers, there is no basis upon which a Tax deficiency or assessment could reasonably be expected to be asserted against any Seller. No Seller has been informed by any jurisdiction that the jurisdiction believes that a Seller was required to file any Tax Return that was not filed or pay any Tax that was not paid. There is no waiver or extension of the application of any statute of limitations of any jurisdiction regarding the assessment or collection of any Tax with respect to any Seller, which waiver or extension is in effect. 4.24.3 There are no liens with respect to Taxes upon any of the assets, rights or properties of any Seller, other than with respect to Taxes not yet due and payable) upon any of the assets of Parent. (e) No deficiencies 4.24.4 Each Seller has withheld or collected the amount of all Taxes withheld or collected, and has timely paid the same to the proper Taxing Authorities. 4.24.5 There is no tax sharing, allocation, indemnity or similar agreement that will require any payment by any Seller after the Closing Date for income the Taxes of any other Person. Except as set forth in Schedule 4.24, no Seller has been included in any "consolidated," "unitary" or other material Taxes "combined" Tax Return under applicable Law with respect to Parent have been claimed, proposed Taxes or assessed by any Governmental Body in writing. There are no pending or ongoing audits, assessments or other actions taxable period for or relating to any liability in respect of a material amount of Taxes of Parent and Parent has not received written notice threatening any such audit, assessment or other action. Neither Parent nor any of its predecessors has waived any which the statute of limitations in respect has not expired nor has any liability for the Taxes of any income another person as transferee or other material Taxes or agreed to any extension of time with respect to any income or other material Tax assessment or deficiencysuccessor. (f) Parent has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (g) Parent is not a party to any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, or similar agreement or arrangement, other than customary commercial contracts entered into in the Ordinary Course of Business the principal subject matter of which is not Taxes. (h) Parent 4.24.6 No Seller will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax taxable period (or portion thereof) ending after the Closing Date Date, as a result of any: any (ia) change in method of accounting for Tax purposes made on or prior to the Closing Date; (ii) use of an improper method of accounting for a Tax Taxable period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Date under Section 7121 481 of the Code IRC (or any similar corresponding provision of state, local or foreign Law) executed on or prior to the Closing Date; income Tax law), (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into on or prior to the Closing Date; (vb) installment sale or open transaction disposition made on or prior to the Closing Date; , or (vic) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. Parent No Seller has not made any election under Section 965(h) participated in a listed transaction within the meaning of the Code. (i) Parent has never been (i) a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is Parent) or (ii) a party to any joint venture, partnership, or other arrangement that is treated as a partnership for U.S. federal income Tax purposes. Parent has no Liability for any material Taxes of any Person (other than Parent and Merger Sub) under Treasury Regulations Section 1.15021.6011-6 (4(c). 4.24.7 No Seller is subject to any closing agreement, private letter ruling or any similar provision technical advice that could affect the liability for Taxes of state, local, or foreign Law), or as a transferee or successorsuch Seller following the Closing Date. 4.24.8 The representations and warranties contained in this Section 4.24 are the sole and exclusive representations made by Sellers relating to Taxes.