Common use of Tax Returns; Taxes Clause in Contracts

Tax Returns; Taxes. (i) Each of Tidelands and Tidelands Bank has (i) duly and timely filed with the appropriate governmental entity all Tax Returns required to be filed by it (taking into account any applicable extensions), and all such Tax Returns are true, correct and complete in all material respects and prepared in compliance with all applicable laws and (ii) timely paid all Taxes due and owing (whether or not shown due on any Tax Returns). Neither Tidelands nor Tidelands Bank currently is the beneficiary of any extension of time within which to file any Tax Return. To the knowledge of Tidelands, no claim has ever been made by a governmental entity in a jurisdiction where Tidelands and Tidelands Bank do not file Tax Returns that Tidelands or Tidelands Bank is or may be subject to taxation by that jurisdiction. Neither Tidelands nor Tidelands Bank has commenced activities in any jurisdiction which will result in an initial filing of a Tax Return with respect to Taxes imposed by a governmental entity that it had not previously been required to file in the immediately preceding taxable period. (ii) The unpaid Taxes of Tidelands and Tidelands Bank (A) did not, as of December 31, 2015, exceed the reserve for Tax liabilities (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the balance sheets (rather than in any notes thereto) contained in the Tidelands Financial Statements, which were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Since December 31, 2015, neither Tidelands nor Tidelands Bank has incurred any liability for Taxes outside the ordinary course of business or otherwise inconsistent with past custom and practice. (iii) There are no liens, charges, restrictions, encumbrances or claims of any kind (collectively, “Liens”) for Taxes upon any property or asset of Tidelands or Tidelands Bank, except for Liens for current Taxes the payment of which is not yet delinquent, or for Taxes contested in good faith through appropriate proceedings and reserved against in accordance with GAAP. (iv) There are no deficiencies for Taxes with respect to Tidelands and Tidelands Bank that have been set forth or claimed in writing, or, to the knowledge of Tidelands, proposed or assessed by a governmental entity. There are no pending, or, to the knowledge of Tidelands, proposed or threatened audits, investigations, disputes or claims or other actions for or relating to any Tax Return or material liability for Taxes with respect to Tidelands and Tidelands Bank. No material issues relating to Taxes of Tidelands or Tidelands Bank were raised by the relevant governmental entity in any completed audit or examination that would reasonably be expected to recur in a later taxable period. None of Tidelands, Tidelands Bank or any predecessor has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment, deficiency, or collection, or has made any request in writing for any such extension or waiver, that remains in effect. There is not currently in effect any power of attorney authorizing any Person to act on behalf of Tidelands or Tidelands Bank, or receive information relating to Tidelands or Tidelands Bank, with respect to any Tax matter. (v) Neither Tidelands nor Tidelands Bank has requested or received any ruling from any governmental entity, or signed any binding agreement with any governmental entity (including, without limitation, any advance pricing agreement) that would affect any amount of Tax payable after the Closing Date and has not made any request for issuance of a ruling from a governmental entity on behalf of the Tidelands or Tidelands Bank (regardless of whether the requested ruling is still pending or withdrawn). (vi) Each of Tidelands and Tidelands Bank 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, shareholder or other third party, and all Tax Returns (including without limitation all Internal Revenue Service (“IRS”) Forms W-2 and 1099) required with respect thereto have been properly completed and timely filed with, and supplied to, the appropriate parties. (vii) Except for any customary agreements with customers, vendors, lenders, lessors or the like entered into in the ordinary course of business, neither Tidelands nor Tidelands Bank is a party to or bound by or has any obligation under any Tax sharing, allocation or indemnification agreement or similar contract or arrangement or any agreement that obligates it to make any payment computed by reference to the Taxes, taxable income or taxable losses of any other Person. (viii) Except for the affiliated group of which Tidelands is the common parent, each of Tidelands and Tidelands Bank is not and has never been a member of an affiliated group of corporations within the meaning of Section 1504 of the Code or any group that has filed a combined, consolidated or unitary Tax Return. Neither Tidelands nor Tidelands Bank is liable for the Taxes of any Person (including an individual, corporation, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union or other entity or governmental entity) other than Tidelands and Tidelands Bank (i) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), (ii) as a transferee or successor, (iii) by contract, or (iv) otherwise. (ix) Neither Tidelands nor Tidelands Bank has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 or Section 361 of the Code. (x) Neither Tidelands nor Tidelands Bank has been a party to a “reportable transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(1) (other than such transactions that have been properly reported) or any other substantially similar transaction requiring disclosure under analogous provisions of state, local or foreign Tax law. (xi) Tidelands has not taken any action not in accordance with past practice that would have the effect of deferring a measure of Tax from a period (or portion thereof) ending on or before the Closing Date to a period (or portion thereof) beginning after the Closing Date. Tidelands has no deferred income or other Tax Liability arising out of any transaction, including, without limitation, any (i) intercompany transaction (as defined in Treasury Regulations Section 1.1502-13), (ii) the disposal of any property in a transaction accounted for under the installment method pursuant to Section 453 of the Code, (iii) excess loss account (as defined in Treasury Regulations Section 1.1502-19) with respect to the stock of any subsidiary of Tidelands, (iv) use of the long-term contract method of accounting, or (v) receipt of any prepaid amount on or before the Closing Date. Neither Tidelands nor Tidelands Bank has made an election under Section 108(i) of the Code (or any corresponding provision of state, local or foreign law). (xii) Tidelands has delivered or made available to United for inspection complete and correct copies of (i) its federal and state income and franchise Tax Returns and reports for the past three (3) taxable periods ended on or after December 31, 2014, and has indicated those Tax Returns that have been audited and those Tax Returns that are currently the subject of an audit, and (ii) all private letter rulings, revenue agent reports, settlement agreements, a description of all deficiency notices and any similar documents submitted by, received by or agreed to by or on behalf of Tidelands, Tidelands Bank, and any predecessor thereof and relating to Taxes for such taxable periods. Tidelands has delivered or made available to United the amount of any net operating loss, net capital loss, unused investment or other credit, unused foreign tax or excess charitable deduction available for use by Tidelands or Tidelands Bank. There is currently no limitation on the use of the Tax attributes of Tidelands and Tidelands Bank under Sections 269, 382, 383, 384 or 1502 of the Code (and similar provisions of state, local or foreign Tax law). (xiii) No closing agreement pursuant to Section 7121 of the Code (or any similar provision of state, local or non-U.S. law) has been entered into by or with respect to the Tidelands or Tidelands Bank.

Tax Returns; Taxes. (ia) Each of Tidelands Ameris and Tidelands Ameris Bank has has: (i) duly and timely filed with the appropriate governmental entity Governmental Authority all Tax Returns required to be filed by it (taking into account any applicable extensions), ) and all such Tax Returns are true, correct and complete in all material respects and were prepared in compliance with all applicable laws Applicable Laws; and (ii) timely paid all Taxes due and owing from it (whether or not shown due on any Tax Returns). Neither Tidelands Ameris nor Tidelands Ameris Bank is currently is the beneficiary of any extension of time within which to file any Tax Return. To the knowledge of TidelandsAmeris, no claim has ever been made by a governmental entity Governmental Authority in a jurisdiction where Tidelands Ameris and Tidelands Ameris Bank do not file Tax Returns that Tidelands Ameris or Tidelands Ameris Bank is or may be subject to taxation by that jurisdiction. Neither Tidelands nor Tidelands Bank has commenced activities in There are no Liens for Taxes (other than Taxes not yet due and payable) upon any jurisdiction which will result in an initial filing of a Tax Return with respect to Taxes imposed by a governmental entity that it had not previously been required to file in the immediately preceding taxable periodassets of Ameris or Ameris Bank. (iib) The unpaid Taxes of Tidelands and Tidelands Neither Ameris nor Ameris Bank (A) did not, as of December 31, 2015, exceed the reserve for Tax liabilities (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the balance sheets (rather than in any notes thereto) contained in the Tidelands Financial Statements, which were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Since December 31, 2015, neither Tidelands nor Tidelands Bank has incurred any liability for Taxes outside the ordinary course of business or otherwise inconsistent with past custom and practice. (iii) There are no liens, charges, restrictions, encumbrances or claims of any kind (collectively, “Liens”) for Taxes upon any property or asset of Tidelands or Tidelands Bank, except for Liens for current Taxes the payment of which is not yet delinquent, or for Taxes contested in good faith through appropriate proceedings and reserved against in accordance with GAAP. (iv) There are no deficiencies for Taxes with respect to Tidelands and Tidelands Bank that have been set forth or claimed in writing, or, to the knowledge of Tidelands, proposed or assessed by a governmental entity. There are no pending, or, to the knowledge of Tidelands, proposed or threatened audits, investigations, disputes or claims or other actions for or relating to any Tax Return or material liability for Taxes with respect to Tidelands and Tidelands Bank. No material issues relating to Taxes of Tidelands or Tidelands Bank were raised by the relevant governmental entity in any completed audit or examination that would reasonably be expected to recur in a later taxable period. None of Tidelands, Tidelands Bank or any predecessor has waived any statute of limitations in with respect of to Taxes or agreed to any extension of time with respect to a Tax assessmentassessment or deficiency. (c) No foreign, deficiencyfederal, state or collection, local Tax audits or has made any request in writing for any such extension administrative or waiver, that remains in effect. There is not currently in effect any power of attorney authorizing any Person to act on behalf of Tidelands judicial Tax proceedings are pending or Tidelands Bank, or receive information relating to Tidelands or Tidelands Bank, being conducted with respect to any Tax matter. (v) Ameris or Ameris Bank. Neither Tidelands Ameris nor Tidelands Ameris Bank has requested or received any ruling from any governmental entity, Governmental Authority (including jurisdictions where Ameris or signed any binding agreement with any governmental entity Ameris Bank has not filed Tax Returns) any: (including, without limitation, any advance pricing agreementi) that would affect 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 payable after the Closing Date and has not made proposed, asserted or assessed by any request for issuance of a ruling from a governmental entity on behalf of the Tidelands Governmental Authority against Ameris or Tidelands Bank (regardless of whether the requested ruling is still pending or withdrawn)Ameris Bank. (vid) Each of Tidelands and Tidelands Neither Ameris nor Ameris Bank has withheld and paid all Taxes required taken any action, failed to have been withheld and paid in connection with amounts paid take any action or owing knows of any fact that would be reasonably expected to any employee, independent contractor, creditor, shareholder or other third party, and all Tax Returns (including without limitation all Internal Revenue Service (“IRS”) Forms W-2 and 1099) required with respect thereto have been properly completed and timely filed with, and supplied to, prevent the appropriate parties. (vii) Except for any customary agreements with customers, vendors, lenders, lessors Merger or the like entered into in the ordinary course of business, neither Tidelands nor Tidelands Bank is Merger from qualifying as a party to or bound by or has any obligation under any Tax sharing, allocation or indemnification agreement or similar contract or arrangement or any agreement that obligates it to make any payment computed by reference to the Taxes, taxable income or taxable losses of any other Person. (viii) Except for the affiliated group of which Tidelands is the common parent, each of Tidelands and Tidelands Bank is not and has never been a member of an affiliated group of corporations “reorganization” within the meaning of Section 1504 of the Code or any group that has filed a combined, consolidated or unitary Tax Return. Neither Tidelands nor Tidelands Bank is liable for the Taxes of any Person (including an individual, corporation, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union or other entity or governmental entity368(a) other than Tidelands and Tidelands Bank (i) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), (ii) as a transferee or successor, (iii) by contract, or (iv) otherwise. (ix) Neither Tidelands nor Tidelands Bank has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 or Section 361 of the Code. (x) Neither Tidelands nor Tidelands Bank has been a party to a “reportable transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(1) (other than such transactions that have been properly reported) or any other substantially similar transaction requiring disclosure under analogous provisions of state, local or foreign Tax law. (xi) Tidelands has not taken any action not in accordance with past practice that would have the effect of deferring a measure of Tax from a period (or portion thereof) ending on or before the Closing Date to a period (or portion thereof) beginning after the Closing Date. Tidelands has no deferred income or other Tax Liability arising out of any transaction, including, without limitation, any (i) intercompany transaction (as defined in Treasury Regulations Section 1.1502-13), (ii) the disposal of any property in a transaction accounted for under the installment method pursuant to Section 453 of the Code, (iii) excess loss account (as defined in Treasury Regulations Section 1.1502-19) with respect to the stock of any subsidiary of Tidelands, (iv) use of the long-term contract method of accounting, or (v) receipt of any prepaid amount on or before the Closing Date. Neither Tidelands nor Tidelands Bank has made an election under Section 108(i) of the Code (or any corresponding provision of state, local or foreign law). (xii) Tidelands has delivered or made available to United for inspection complete and correct copies of (i) its federal and state income and franchise Tax Returns and reports for the past three (3) taxable periods ended on or after December 31, 2014, and has indicated those Tax Returns that have been audited and those Tax Returns that are currently the subject of an audit, and (ii) all private letter rulings, revenue agent reports, settlement agreements, a description of all deficiency notices and any similar documents submitted by, received by or agreed to by or on behalf of Tidelands, Tidelands Bank, and any predecessor thereof and relating to Taxes for such taxable periods. Tidelands has delivered or made available to United the amount of any net operating loss, net capital loss, unused investment or other credit, unused foreign tax or excess charitable deduction available for use by Tidelands or Tidelands Bank. There is currently no limitation on the use of the Tax attributes of Tidelands and Tidelands Bank under Sections 269, 382, 383, 384 or 1502 of the Code (and similar provisions of state, local or foreign Tax law). (xiii) No closing agreement pursuant to Section 7121 of the Code (or any similar provision of state, local or non-U.S. law) has been entered into by or with respect to the Tidelands or Tidelands Bank.

Tax Returns; Taxes. Except as set forth in Section 5.17 of the Seller Disclosure Schedule: (ia) Each of Tidelands and Tidelands Bank has (i) All Tax Returns required to have been filed by Seller have been duly and timely filed with the appropriate governmental entity all Tax Returns required to be filed by it (taking into account any applicable extensions), and all such Tax Returns are true, correct and complete in all material respects and prepared respects. No extension of time in compliance with all applicable laws and which to file such Tax Return is in effect. (iib) timely paid all All Taxes due and owing payable by Seller (whether or not shown due on any Tax Returns)Return) have been paid in full. Neither Tidelands nor Tidelands Bank currently is the beneficiary of any extension of time within which to file any Tax Return. To the knowledge of Tidelands, no claim has ever been made by a governmental entity in a jurisdiction where Tidelands The accruals and Tidelands Bank do not file Tax Returns that Tidelands or Tidelands Bank is or may be subject to taxation by that jurisdiction. Neither Tidelands nor Tidelands Bank has commenced activities in any jurisdiction which will result in an initial filing of a Tax Return reserves with respect to Taxes imposed by a governmental entity that it had not previously been required to file in the immediately preceding taxable period. (ii) The unpaid Taxes of Tidelands and Tidelands Bank (A) did not, as of December 31, 2015, exceed the reserve for Tax liabilities (excluding other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face Interim Financial Statements are adequate in all respects to cover all Taxes of Seller accruing or payable with respect to Tax Periods (or portions thereof) ending on or before the balance sheets Balance Sheet Date. All Liabilities of Seller for Taxes attributable to Tax Periods (rather than in any notes theretoor portions thereof) contained commencing after the Balance Sheet Date have arisen in the Tidelands Financial Statements, which were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Since December 31, 2015, neither Tidelands nor Tidelands Bank has incurred any liability for Taxes outside the ordinary course Ordinary Course of business or otherwise inconsistent with past custom and practiceBusiness. (iiic) There are no liensNo claims, chargesadjustments, restrictions, encumbrances assessments or claims of any kind (collectively, “Liens”) for Taxes upon any property or asset of Tidelands or Tidelands Bank, except for Liens for current Taxes the payment of which is not yet delinquent, or for Taxes contested in good faith through appropriate proceedings and reserved against in accordance with GAAP. (iv) There are no deficiencies for any amount of Taxes with respect to Tidelands and Tidelands Bank that have been set forth or claimed in writingof Seller by any Governmental Body are being asserted, proposed or, to the knowledge Knowledge of TidelandsSeller, proposed threatened, and no audit or assessed investigation of any Tax Return of Seller by a governmental entity. There are no pendingany Governmental Body has occurred in the last three (3) years or is currently underway, pending or, to the knowledge Knowledge of TidelandsSeller, proposed or threatened auditsthreatened. (d) Since the Petition Date, investigations, disputes or claims or other actions for or relating to no claim has been made against Seller by any Governmental Body in a jurisdiction where Seller does not file a Tax Return that Seller is or material liability for Taxes may be subject to taxation in such jurisdiction with respect to Tidelands and Tidelands Bank. No material issues relating to Taxes that are the subject of Tidelands or Tidelands Bank were raised by the relevant governmental entity in any completed audit or examination that would reasonably be expected to recur in a later taxable period. None of Tidelands, Tidelands Bank or any predecessor has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a such Tax assessment, deficiency, or collection, or has made any request in writing for any such extension or waiver, that remains in effect. There is not currently in effect any power of attorney authorizing any Person to act on behalf of Tidelands or Tidelands Bank, or receive information relating to Tidelands or Tidelands Bank, with respect to any Tax matterReturn. (ve) Neither Tidelands nor Tidelands Bank Seller has requested complied in all material respects with all applicable Laws, rules and regulations relating to the payment and withholding of Taxes in connection with amounts paid or received owing to any ruling from any governmental entityemployee, independent contractor, creditor, stockholder, nonresident or signed any binding agreement with any governmental entity (includingother third party, without limitation, any advance pricing agreement) that would affect any amount of Tax payable after the Closing Date and has not made any request for issuance of a ruling from a governmental entity on behalf of the Tidelands or Tidelands Bank (regardless of whether the requested ruling is still pending or withdrawn). (vi) Each of Tidelands and Tidelands Bank has withheld and timely paid to the appropriate Governmental Body all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, shareholder stockholder, nonresident or other third party, and all Tax Returns (including without limitation all Internal Revenue Service (“IRS”) Forms W-2 and 1099) required with respect thereto have been properly completed and timely filed with, and supplied to, the appropriate parties. (viif) Except for Seller has not executed or filed with any customary agreements with customers, vendors, lenders, lessors or the like entered into in the ordinary course of business, neither Tidelands nor Tidelands Bank is a party to or bound by or has Governmental Body any obligation under any Tax sharing, allocation or indemnification agreement or similar contract waiver extending the period for assessment, reassessment or arrangement or any agreement that obligates it to make any payment computed by reference to the Taxes, taxable income or taxable losses collection of any Taxes (other Person. (viiithan as the result of extending the time to file a Tax Return) Except for the affiliated group of which Tidelands agreement or waiver is the common parentstill in effect. Seller has not made an election, each of Tidelands and Tidelands Bank nor is not and has never been a member of an affiliated group of corporations Seller required, to treat any Acquired Asset as owned by another Person or as tax exempt bond-financed property or tax-exempt use property within the meaning of Section 1504 168 of the Code or under any group that comparable provision of state or local Tax Law. (g) Seller has filed a combined, consolidated or unitary Tax Return. Neither Tidelands nor Tidelands Bank is liable no Liability for the Taxes of any other Person (including an individual, corporation, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union or other entity or governmental entity) other than Tidelands and Tidelands Bank (i) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), (ii) as a transferee or successor, (iii) by contractLaw, Contract or (iv) otherwise. (ixh) Neither Tidelands nor Tidelands Bank Seller has not engaged in any “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). (i) Seller has not constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 or Section 361 of the Code. (xj) Neither Tidelands nor Tidelands Bank has been a party to a “reportable transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(1) (other than such transactions that have been properly reported) or any other substantially similar transaction requiring disclosure under analogous provisions of state, local or foreign Tax law[reserved]. (xi) Tidelands has not taken any action not in accordance with past practice that would have the effect of deferring a measure of Tax from a period (or portion thereof) ending on or before the Closing Date to a period (or portion thereof) beginning after the Closing Date. Tidelands has no deferred income or other Tax Liability arising out of any transaction, including, without limitation, any (i) intercompany transaction (as defined in Treasury Regulations Section 1.1502-13), (ii) the disposal of any property in a transaction accounted for under the installment method pursuant to Section 453 of the Code, (iii) excess loss account (as defined in Treasury Regulations Section 1.1502-19) with respect to the stock of any subsidiary of Tidelands, (iv) use of the long-term contract method of accounting, or (v) receipt of any prepaid amount on or before the Closing Date. Neither Tidelands nor Tidelands Bank has made an election under Section 108(i) of the Code (or any corresponding provision of state, local or foreign law). (xii) Tidelands has delivered or made available to United for inspection complete and correct copies of (i) its federal and state income and franchise Tax Returns and reports for the past three (3) taxable periods ended on or after December 31, 2014, and has indicated those Tax Returns that have been audited and those Tax Returns that are currently the subject of an audit, and (ii) all private letter rulings, revenue agent reports, settlement agreements, a description of all deficiency notices and any similar documents submitted by, received by or agreed to by or on behalf of Tidelands, Tidelands Bank, and any predecessor thereof and relating to Taxes for such taxable periods. Tidelands has delivered or made available to United the amount of any net operating loss, net capital loss, unused investment or other credit, unused foreign tax or excess charitable deduction available for use by Tidelands or Tidelands Bank. There is currently no limitation on the use of the Tax attributes of Tidelands and Tidelands Bank under Sections 269, 382, 383, 384 or 1502 of the Code (and similar provisions of state, local or foreign Tax law). (xiii) No closing agreement pursuant to Section 7121 of the Code (or any similar provision of state, local or non-U.S. law) has been entered into by or with respect to the Tidelands or Tidelands Bank.

Tax Returns; Taxes. (i) Each of Tidelands HPBC and Tidelands the Bank has (i) duly and timely filed with the appropriate governmental entity all Tax Returns required to be filed by it (taking into account any applicable extensions), and all such Tax Returns are true, correct and complete in all material respects and prepared in compliance with all applicable laws and (ii) timely paid all material Taxes due and owing (whether or not shown due on any Tax Returns). Neither Tidelands HPBC nor Tidelands the Bank currently is the beneficiary of any extension of time within which to file any Tax Return. To the knowledge of Tidelands, no No claim has ever been made by a governmental entity in a jurisdiction where Tidelands HPBC and Tidelands the Bank do not file Tax Returns that Tidelands HPBC or Tidelands the Bank is or may be subject to taxation by that jurisdiction. Neither Tidelands HPBC nor Tidelands the Bank has commenced activities in any jurisdiction which will result in an initial filing of a Tax Return with respect to Taxes imposed by a governmental entity that it had not previously been required to file in the immediately preceding taxable period. (ii) The unpaid Taxes of Tidelands HPBC and Tidelands the Bank (A) did not, as of December 31, 20152014, exceed the reserve for Tax liabilities (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the balance sheets (rather than in any notes thereto) contained in the Tidelands HPBC Financial Statements, which were prepared and (B) do not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with U.S. generally accepted accounting principles (“GAAP”)the past custom and practice of HPBC and the Bank in filing their tax returns. Since December 31, 20152014, neither Tidelands HPBC nor Tidelands the Bank has incurred any liability for Taxes outside the ordinary course of business or otherwise inconsistent with past custom and practice. (iii) There are no liens, charges, restrictions, encumbrances or claims of any kind (collectively, “Liens”) for Taxes upon any property or asset of Tidelands HPBC or Tidelands the Bank, except for Liens for current Taxes the payment of which is not yet delinquent, or for Taxes contested in good faith through appropriate proceedings and reserved against in accordance with GAAP. (iv) There are no deficiencies for Taxes with respect to Tidelands HPBC and Tidelands the Bank that have been set forth or claimed in writing, or, to the knowledge of Tidelands, or proposed or assessed by a governmental entityentity with respect to any Taxes due by, Tax Returns of, or any of the assets or properties of HPBC or the Bank. There are no pending, or, to the knowledge of Tidelands, proposed or threatened audits, investigations, disputes or claims or other actions for or relating to any Tax Return or material liability for Taxes with respect to Tidelands HPBC and Tidelands the Bank. No material issues relating to Taxes of Tidelands HPBC or Tidelands the Bank were raised by the relevant governmental entity in any completed audit or examination that would reasonably be expected to recur in a later taxable period. None of TidelandsHPBC, Tidelands the Bank or any predecessor has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment, deficiency, or collection, or has made any request in writing for any such extension or waiver, that remains in effect. There is not currently in effect any power of attorney authorizing any Person to act on behalf of Tidelands HPBC or Tidelands the Bank, or receive information relating to Tidelands HPBC or Tidelands the Bank, with respect to any Tax matter. (v) Neither Tidelands HPBC nor Tidelands the Bank has requested or received any ruling from any governmental entity, or signed any binding agreement with any governmental entity (including, without limitation, any advance pricing agreement) that would affect any amount of Tax payable after the Closing Date and has not made any request for issuance of a ruling from a governmental entity on behalf of the Tidelands HPBC or Tidelands the Bank (regardless of whether the requested ruling is still pending or withdrawn). (vi) Each of Tidelands HPBC and Tidelands the Bank 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, shareholder or other third party, and all Tax Returns (including without limitation all Internal Revenue Service (“IRS”) IRS Forms W-2 and 1099) required with respect thereto have been properly completed and timely filed with, and supplied to, the appropriate parties. (vii) Except for any such customary agreements with customers, vendors, lenders, lessors or the like entered into in the ordinary course of businessbusiness (each of which is not specifically entered into to address Taxes), neither Tidelands HPBC nor Tidelands the Bank is a party to or bound by or has any obligation under any Tax sharing, allocation or indemnification agreement or similar contract or arrangement or any agreement that obligates it to make any payment computed by reference to the Taxes, taxable income or taxable losses of any other Person, other than such an agreement or arrangement exclusively between or among HPBC and its subsidiaries. (viii) Except for the affiliated group of which Tidelands HPBC is the common parent, each of Tidelands HPBC and Tidelands the Bank is not and has never been a member of an affiliated group of corporations within the meaning of Section 1504 of the Code or any group that has filed a combined, consolidated or unitary Tax Return. Neither Tidelands HPBC nor Tidelands the Bank is liable for the Taxes of any Person (including an individual, corporation, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union or other entity or governmental entity) other than Tidelands HPBC and Tidelands Bank its subsidiaries (i) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), (ii) as a transferee or successor, (iii) by contract, or (iv) otherwise. (ix) Neither Tidelands During the two-year period ending on the date hereof, neither HPBC nor Tidelands the Bank has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 or Section 361 of the Code. (x) Neither Tidelands HPBC nor Tidelands the Bank has taken any action, failed to take any action, or knows of any fact that would be reasonably expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. (xi) Neither HPBC nor the Bank has been a party to a “reportable transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(1) (other than such transactions that have been properly reported) or any other substantially similar transaction requiring disclosure under analogous provisions of state, local or foreign Tax law. (xixii) Tidelands HPBC has not taken any action not in accordance with past practice that would have the effect of deferring a measure of Tax from a period (or portion thereof) ending on or before the Closing Date to a period (or portion thereof) beginning after the Closing Date. Tidelands HPBC has no deferred income or other Tax Liability arising out of any transaction, including, without limitation, any (i) intercompany transaction (as defined in Treasury Regulations Section 1.1502-13), (ii) the disposal of any property in a transaction accounted for under the installment method pursuant to Section 453 of the Code, (iii) excess loss account (as defined in Treasury Regulations Section 1.1502-19) with respect to the stock of any subsidiary of TidelandsHPBC, (iv) use of the long-term contract method of accounting, or (v) receipt of any prepaid amount on or before the Closing Date. Neither Tidelands HPBC nor Tidelands the Bank has made an election under Section 108(i) of the Code (or any corresponding provision of state, local or foreign law). (xiixiii) Tidelands HPBC has delivered or made available to United BNC for inspection complete and correct copies of (i) its federal and state income and franchise Tax Returns and reports for the past three (3) taxable periods ended on or after December 31, 2014years, and has indicated those Tax Returns that have been audited and those Tax Returns that are currently the subject of an audit, and (ii) complete and correct copies of all private letter rulings, revenue agent reports, settlement agreements, a description of all deficiency notices and any similar documents submitted by, received by or agreed to by or on behalf of TidelandsHPBC, Tidelands the Bank, and any predecessor thereof and relating to Taxes for such taxable periods. Tidelands HPBC has delivered or made available to United BNC the amount of any net operating loss, net capital loss, unused investment or other credit, unused foreign tax or excess charitable deduction available for use by Tidelands HPBC or Tidelands the Bank. There is currently no limitation on the use of the Tax attributes of Tidelands HPBC and Tidelands the Bank under Sections 269, 382, 383, 384 or 1502 of the Code (and similar provisions of state, local or foreign Tax tax law). (xiiixiv) Neither HPBC nor the Bank has a permanent establishment (within the meaning of an applicable Tax treaty) or otherwise has an office or fixed place of business in a jurisdiction outside of its place of incorporation. (xv) No closing agreement pursuant to Section 7121 of the Code (or any similar provision of state, local or non-U.S. law) has been entered into by or with respect to HPBC or the Tidelands or Tidelands Bank.

Tax Returns; Taxes. (ia) Each of Tidelands All income and Tidelands Bank has (i) duly and timely filed with the appropriate governmental entity all other material Tax Returns required to be have been filed by it (taking into account any applicable extensions)or with respect to Seller or the Company Subsidiary with respect to the Purchased Assets or the Business have been duly and timely filed, and all such Tax Returns are true, correct and complete in all material respects respects, and prepared in compliance with copies of all applicable laws and Business Tax Returns will be delivered to Purchaser (iior its representatives) timely paid all Taxes due and owing (whether or not shown due prior to the Closing. Except as set forth on any Tax Returns). Neither Tidelands Schedule 4.14(a) of the Seller Disclosure Schedules, neither Seller nor Tidelands Bank the Company Subsidiary is currently is the beneficiary of any extension of time within which to file any Tax Return. To Return required to be filed by Seller or the knowledge Company Subsidiary, as applicable, with respect to the Purchased Assets or the Business. (b) Subject to any obligation of TidelandsSeller under the Bankruptcy Code, all Taxes related to the Business or the Purchased Assets have been paid or adequate provision in accordance with GAAP for the payment of all Taxes required to be paid has been made. (c) No waiver, extension, or comparable consent regarding the application of the statute of limitations with respect to any Taxes or Tax Returns related to the Business or the Purchased Assets is outstanding, nor is there pending any request for such a waiver, extension, or comparable consent. (d) Except as set forth on Schedule 4.14(d) of the Seller Disclosure Schedules, no Tax Proceeding is pending or has been proposed in writing with respect to the Purchased Assets or the Business, nor to the Knowledge of Seller, has any Tax Proceeding related to the Purchased Assets or the Business been threatened or asserted in writing. No Governmental Body has made a claim has ever been made by in writing that the Business or the Purchased Assets may be subject to Tax, or that a governmental entity Tax Return related to the Business or the Purchased Assets may be required to be filed, in a jurisdiction where Tidelands and Tidelands Bank do not file no such Tax Returns that Tidelands or Tidelands Bank is or may be subject to taxation by that jurisdiction. Neither Tidelands nor Tidelands Bank has commenced activities in any jurisdiction which will result in an initial filing of a Tax Return with respect to Taxes imposed by a governmental entity that it had not previously have been required to file in the immediately preceding taxable periodfiled. (e) There are no Encumbrances for Taxes on the Purchased Assets or the Company Subsidiary Assets, other than Permitted Encumbrances. There are no material unpaid Taxes due and owing by Seller, the Company Subsidiary or by any other Person (including any corporation with which Seller or the Company Subsidiary files or has filed a consolidated, combined or unitary return) that are or could reasonably be expected to become an Encumbrance on the Purchased Assets or the Company Subsidiary Assets. (f) The Company 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 taxable period ending on or after the Closing Date as a result of any: (i) change in method of accounting made on or prior to the Closing Date, (ii) The unpaid Taxes use of Tidelands and Tidelands Bank an improper method of accounting on or prior to the Closing Date, (Aiii) did not, “closing agreement” as of December 31, 2015, exceed the reserve for Tax liabilities (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face described in Section 7121 of the balance sheets Code (rather than or a similar provision of state, local or foreign Tax Law) executed on or prior to the Closing Date, (iv) installment sale or open transaction disposition made on or prior to the Closing Date or (v) prepaid amount received on or prior to the Closing Date. (g) The Company Subsidiary is not (i) a party to any Tax allocation, indemnity, sharing or similar agreement that will not be terminated and settled prior to the Closing (excluding, for the avoidance of doubt, any Contract entered into in any notes thereto) contained in the Tidelands Financial Statements, which were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Since December 31, 2015, neither Tidelands nor Tidelands Bank has incurred any liability for Taxes outside the ordinary course of business containing customary Tax allocation or otherwise inconsistent with past custom gross-up provisions and practicewhich does not relate primarily to Taxes), or (ii) liable for the Taxes of any other Person under Treasury Regulation Section 1.1502-6 (or a similar provision of state, local or foreign Tax Law) as a transferee or successor, by Contract or otherwise. (iiih) There are no liens, charges, restrictions, encumbrances or claims of any kind (collectively, “Liens”) for All material Taxes upon any property or asset of Tidelands or Tidelands Bank, except for Liens for current Taxes the payment of which is not yet delinquent, or for Taxes contested in good faith through appropriate proceedings and reserved against in accordance with GAAP. (iv) There are no deficiencies for Taxes with respect to Tidelands and Tidelands Bank that have been set forth or claimed in writing, or, related to the knowledge of Tidelands, proposed Business or assessed by a governmental entity. There are no pending, or, the Purchased Assets required to the knowledge of Tidelands, proposed or threatened audits, investigations, disputes or claims or other actions for or relating to any Tax Return or material liability for Taxes with respect to Tidelands and Tidelands Bank. No material issues relating to Taxes of Tidelands or Tidelands Bank were raised by the relevant governmental entity in any completed audit or examination that would reasonably be expected to recur in a later taxable period. None of Tidelands, Tidelands Bank or any predecessor has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment, deficiency, or collection, or has made any request in writing for any such extension or waiver, that remains in effect. There is not currently in effect any power of attorney authorizing any Person to act on behalf of Tidelands or Tidelands Bank, or receive information relating to Tidelands or Tidelands Bank, with respect to any Tax matter. (v) Neither Tidelands nor Tidelands Bank has requested or received any ruling from any governmental entity, or signed any binding agreement with any governmental entity (including, without limitation, any advance pricing agreement) that would affect any amount of Tax payable after the Closing Date and has not made any request for issuance of a ruling from a governmental entity on behalf of the Tidelands or Tidelands Bank (regardless of whether the requested ruling is still pending or withdrawn). (vi) Each of Tidelands and Tidelands Bank has withheld and paid all Taxes required to have been withheld and paid paid, including in connection with any amounts paid or owing to any employee, independent contractor, creditor, shareholder stockholder or other third party, and all Tax Returns (including without limitation all Internal Revenue Service (“IRS”) Forms W-2 and 1099) required with respect thereto have been properly completed duly and timely filed with, withheld and supplied to, remitted to the appropriate partiesGovernmental Body. (vii) Except for any customary agreements with customers, vendors, lenders, lessors or the like entered into in the ordinary course of business, neither Tidelands nor Tidelands Bank is a party to or bound by or has any obligation under any Tax sharing, allocation or indemnification agreement or similar contract or arrangement or any agreement that obligates it to make any payment computed by reference to the Taxes, taxable income or taxable losses of any other Person. (viii) Except for the affiliated group of which Tidelands is the common parent, each of Tidelands and Tidelands Bank is not and has never been a member of an affiliated group of corporations within the meaning of Section 1504 of the Code or any group that has filed a combined, consolidated or unitary Tax Return. Neither Tidelands nor Tidelands Bank is liable for the Taxes of any Person (including an individual, corporation, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union or other entity or governmental entity) other than Tidelands and Tidelands Bank (i) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), (ii) as a transferee or successor, (iii) by contract, or (iv) otherwise. (ix) Neither Tidelands nor Tidelands Bank has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 or Section 361 of the Code. (x) Neither Tidelands nor Tidelands Bank has been a party to a “reportable transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(1) (other than such transactions that have been properly reported) or any other substantially similar transaction requiring disclosure under analogous provisions of state, local or foreign Tax law. (xi) Tidelands has not taken any action not in accordance with past practice that would have the effect of deferring a measure of Tax from a period (or portion thereof) ending on or before the Closing Date to a period (or portion thereof) beginning after the Closing Date. Tidelands has no deferred income or other Tax Liability arising out of any transaction, including, without limitation, any (i) intercompany transaction (as defined in Treasury Regulations Section 1.1502-13), (ii) the disposal of any property in a transaction accounted for under the installment method pursuant to Section 453 of the Code, (iii) excess loss account (as defined in Treasury Regulations Section 1.1502-19) with respect to the stock of any subsidiary of Tidelands, (iv) use of the long-term contract method of accounting, or (v) receipt of any prepaid amount on or before the Closing Date. Neither Tidelands nor Tidelands Bank has made an election under Section 108(i) of the Code (or any corresponding provision of state, local or foreign law). (xii) Tidelands has delivered or made available to United for inspection complete and correct copies of (i) its federal and state income and franchise Tax Returns and reports for the past three (3) taxable periods ended on or after December 31, 2014, and has indicated those Tax Returns that have been audited and those Tax Returns that are currently the subject of an audit, and (ii) all private letter rulings, revenue agent reports, settlement agreements, a description of all deficiency notices and any similar documents submitted by, received by or agreed to by or on behalf of Tidelands, Tidelands Bank, and any predecessor thereof and relating to Taxes for such taxable periods. Tidelands has delivered or made available to United the amount of any net operating loss, net capital loss, unused investment or other credit, unused foreign tax or excess charitable deduction available for use by Tidelands or Tidelands Bank. There is currently no limitation on the use of the Tax attributes of Tidelands and Tidelands Bank under Sections 269, 382, 383, 384 or 1502 of the Code (and similar provisions of state, local or foreign Tax law). (xiii) No closing agreement pursuant to Section 7121 of the Code (or any similar provision of state, local or non-U.S. law) has been entered into by or with respect to the Tidelands or Tidelands Bank.

Tax Returns; Taxes. (ia) Each All Tax Returns filed or required to have been filed by or on behalf of Tidelands and Tidelands Bank has (i) the Group Companies have been duly and timely filed with the appropriate governmental entity Tax Authority in all jurisdictions in which such Tax Returns were required to be filed by it (taking into account after giving effect to any applicable extensionsvalid extensions of time in which to make such filings), and all such filed Tax Returns are true, correct and complete in all material respects respects. All Taxes shown to be due and prepared owing on such filed Tax Returns or otherwise required to have been paid by or with respect to each of the Group Companies have been fully and timely paid, except to the extent that such Taxes are being contested in compliance good faith by appropriate proceedings, for which adequate reserves have been established on the Financial Statements in accordance with all applicable laws and GAAP. (b) Since December 31, 2018, no Group Company has (i) made, changed or revoked any election in respect of Taxes; (ii) timely paid made, changed or revoked any accounting method in respect of Taxes; (iii) prepared any Tax Returns in a manner which is not consistent with the past custom and practice with respect to the treatment of items on such Tax Returns; (iv) filed any amendment to a Tax Return; (v) incurred any Liability for Taxes other than in the Ordinary Course; (vi) settled any claim or assessment in respect of Taxes; (vii) consented to the extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes with any Governmental Entity; or (viii) surrendered any right to claim a refund of payments made in respect of Taxes. (c) Since December 31, 2018, no written claim has been received by the Group Companies from a Tax Authority in a jurisdiction where the Group Companies do not file a Tax Return to the effect that the Group Companies are or may be subject to taxation in that jurisdiction, nor, to the Knowledge of the Company, has any Tax Authority threatened to make such an assertion. (d) All deficiencies asserted or assessments made as a result of any examinations or audits by any Tax Authority with respect to the Group Companies have been fully paid, or each of the Group Companies has made full and adequate provision in its books and records and the Financial Statements for all Taxes which are not due and owing payable and all required estimated Tax payments sufficient to avoid any underpayment penalties have been made by or on behalf of the Group Companies. As of the date hereof, no federal, state, local or foreign Audits, examinations, matters in controversy, proposed adjustments or Actions by any Governmental Entity are presently pending, in progress or threatened with regard to any Taxes or Tax Returns filed by or on behalf of the Group Companies. No Group Company has received from a Governmental Entity any written notice indicating an intent to open an audit or other review with respect to any Group Company or any request for information related to Tax matters of or with respect to any Group Company. (whether e) None of the Group Companies or not shown due any other Person on any Tax Returns). Neither Tidelands nor Tidelands Bank currently is behalf of the beneficiary of Group Companies has been given or requested any extension of time within which to file any Tax Return. To the knowledge of Tidelands, no claim has ever been made by a governmental entity in a jurisdiction where Tidelands and Tidelands Bank do not file Tax Returns that Tidelands or Tidelands Bank is or may be subject to taxation by that jurisdiction. Neither Tidelands nor Tidelands Bank has commenced activities in any jurisdiction which will result in an initial filing of a Tax Return has not since been filed, nor been granted any extension for the assessment or collection of Taxes, other than extensions with respect to Tax Periods for which the applicable statute of limitations, as so extended, has since expired. No waivers of statutes of limitations have been given or requested with respect to any Taxes imposed by a governmental entity that it had not previously been required to file in the immediately preceding taxable periodof any Group Companies. (ii) The unpaid Taxes of Tidelands and Tidelands Bank (A) did not, as of December 31, 2015, exceed the reserve for Tax liabilities (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the balance sheets (rather than in any notes thereto) contained in the Tidelands Financial Statements, which were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Since December 31, 2015, neither Tidelands nor Tidelands Bank has incurred any liability for Taxes outside the ordinary course of business or otherwise inconsistent with past custom and practice. (iiif) There are no liens, charges, restrictions, encumbrances or claims Liens as a result of any kind unpaid Taxes (collectively, “Liens”other than current Taxes not yet due and payable) for Taxes upon any property or asset of Tidelands or Tidelands Bank, except for Liens for current Taxes the payment assets of which is not yet delinquent, or for Taxes contested in good faith through appropriate proceedings and reserved against in accordance with GAAPthe Group Companies. (ivg) There are no deficiencies for Taxes with respect to Tidelands and Tidelands Bank that have been set forth or claimed in writing, or, to None of the knowledge of Tidelands, proposed or assessed by Group Companies is a governmental entity. There are no pending, or, to the knowledge of Tidelands, proposed or threatened audits, investigations, disputes or claims or other actions for or relating party to any Tax Return sharing, Tax allocation, Tax indemnity or material liability any similar written or unwritten agreement, arrangement, understanding or practice relating to Taxes, and no Group Company has Liability or potential Liability for Taxes with respect to Tidelands and Tidelands Bank. No material issues relating to Taxes of Tidelands another Person under any such agreement, arrangement, understanding or Tidelands Bank were raised by the relevant governmental entity in any completed audit or examination that would reasonably be expected to recur in a later taxable period. None of Tidelands, Tidelands Bank or any predecessor has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment, deficiencypractice, or collection, as a transferee or has made any request in writing for any such extension successor or waiver, that remains in effect. There is not currently in effect any power by operation of attorney authorizing any Person to act on behalf of Tidelands law or Tidelands Bank, or receive information relating to Tidelands or Tidelands Bank, with respect to any Tax matterotherwise. (vh) Neither Tidelands nor Tidelands Bank has requested The Group Companies have withheld or received any ruling from any governmental entity, collected and timely paid to the appropriate Tax Authority (or signed any binding agreement with any governmental entity (including, without limitation, any advance pricing agreementis properly holding for such timely payment) that would affect any amount of Tax payable after the Closing Date and has not made any request for issuance of a ruling from a governmental entity on behalf of the Tidelands or Tidelands Bank (regardless of whether the requested ruling is still pending or withdrawn). (vi) Each of Tidelands and Tidelands Bank has withheld and paid all Taxes required to have been withheld and complied in all material respects with all applicable Laws relating to the payment and withholding of Taxes, including all applicable Laws relating to information reporting and record retention, and paid (other than current Taxes not yet due and payable) in connection with amounts paid or owing to any employee, independent contractor, creditor, shareholder stockholder or other third party, and all Tax Returns (including without limitation all Internal Revenue Service (“IRS”) Forms W-2 and 1099) required with respect thereto have been properly completed and timely filed with, and supplied to, the appropriate parties. (viii) Except for None of the Group Companies (i) is subject to any customary agreements with customers, vendors, lenders, lessors private letter ruling of the IRS or the like entered into in the ordinary course of business, neither Tidelands nor Tidelands Bank is a party to or bound by or has any obligation under any Tax sharing, allocation or indemnification agreement or similar contract or arrangement or any agreement that obligates it to make any payment computed by reference to the Taxes, taxable income or taxable losses comparable rulings of any other Person. Governmental Entity; (viiiii) Except for has ever had a permanent establishment (or other taxable presence) in any country other than the affiliated group United States; (iii) has engaged in any “reportable transaction” within the meaning of which Tidelands Treasury Regulations Section 1.6011-4(b) or (iv) is the common parent, each of Tidelands and Tidelands Bank is not and has never been a member of an affiliated group of corporations “United States real property holding corporation” within the meaning of Section 1504 897 of the Code. (j) None of the Group Companies will be required to include amounts in income, or exclude items of deduction, in a Taxable period beginning after the Closing Date as a result of: (i) a change in method of accounting occurring on or prior to the Closing Date; (ii) closing agreement as described in Section 7121 of the Code or any group that has filed a combined, consolidated or unitary Tax Return. Neither Tidelands nor Tidelands Bank is liable for the Taxes of any Person (including an individual, corporation, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union or other entity or governmental entity) other than Tidelands and Tidelands Bank (i) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local other applicable Law) on or foreign law), (ii) as a transferee or successor, prior to the Closing Date; (iii) by contract, an installment sale or open transaction arising in any Pre-Closing Tax Period; (iv) otherwisea prepaid amount received, or paid, prior to the Closing Date; (v) deferred gains arising prior to the Closing Date; (vi) Section 108(i) of the Code; or (vii) election to defer any Tax under Section 965 of the Code (including, an election under Section 965(h) of the Code). (ixk) Neither Tidelands nor Tidelands Bank None of the Group Companies has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section Sections 355 or Section and 361 of the Code. (xl) Neither Tidelands nor Tidelands Bank Each Group Company is and has been at all times since its incorporation, properly classified as a party to a “reportable transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(1) (other than such transactions that have been properly reported) or any other substantially similar transaction requiring disclosure under analogous provisions of state, local or foreign Tax lawcorporation for U.S. federal and applicable state income tax purposes. (xim) Tidelands has not taken any action not in accordance with past practice that would have the effect of deferring a measure of Tax from a period (or portion thereof) ending on or before the Closing Date to a period (or portion thereof) beginning after the Closing Date. Tidelands The Company has no deferred income or other Tax Liability arising out for Taxes of any transactionother Person (including predecessor) by operation of Law, includingContract, without limitationassumption, any transferee or successor Liability or otherwise (i) intercompany transaction (as defined in including by reason of Treasury Regulations Section 1.1502-136), . (iin) the disposal The Company is not required to make any adjustments by reason of any property in a transaction accounted for under the installment method pursuant to Section 453 of the Code, (iii) excess loss account (as defined in Treasury Regulations Section 1.1502-1936(d). (o) with respect For purposes of this Section 3.13, any reference to the stock of Group Companies shall be deemed to include any subsidiary of Tidelands, Person (ivi) use of that merged with or was liquidated or converted into the long-term contract method of accounting, Group Companies or (vii) receipt of for which any prepaid amount on or before the Closing Date. Neither Tidelands nor Tidelands Bank has made an election Group Company is a successor under Section 108(i) 381 of the Code (or any corresponding provision of state, local or foreign law). (xii) Tidelands has delivered or made available to United for inspection complete and correct copies of (i) its federal and state income and franchise Tax Returns and reports for the past three (3) taxable periods ended on or after December 31, 2014, and has indicated those Tax Returns that have been audited and those Tax Returns that are currently the subject of an audit, and (ii) all private letter rulings, revenue agent reports, settlement agreements, a description of all deficiency notices and any similar documents submitted by, received by or agreed to by or on behalf of Tidelands, Tidelands Bank, and any predecessor thereof and relating to Taxes for such taxable periods. Tidelands has delivered or made available to United the amount of any net operating loss, net capital loss, unused investment or other credit, unused foreign tax or excess charitable deduction available for use by Tidelands or Tidelands Bank. There is currently no limitation on the use of the Tax attributes of Tidelands and Tidelands Bank under Sections 269, 382, 383, 384 or 1502 of the Code (and similar provisions of state, local or foreign Tax law). (xiii) No closing agreement pursuant to Section 7121 of the Code (or any similar provision of state, local or non-U.S. law) has been entered into by or with respect to the Tidelands or Tidelands BankLaw).

Tax Returns; Taxes. (ia) Each of Tidelands and Tidelands Bank has (i) duly and timely filed with the appropriate governmental entity all All Tax Returns required due to be have been filed by it the Company through the date hereof in accordance with all applicable Laws (taking into account any applicable extensions), pursuant to an extension of time or otherwise) have been duly filed and all such Tax Returns are true, correct and complete in all material respects respects. (b) All Taxes, deposits and prepared in compliance with all applicable laws and (ii) timely paid all Taxes due and owing other payments for which the Company has liability (whether or not shown due on any Tax Returns). Neither Tidelands nor Tidelands Bank currently is Return) have been paid in full or are accrued as liabilities for Taxes on the beneficiary books and records of any extension of time within which to file any Tax Return. To the knowledge of Tidelands, no claim has ever been made by a governmental entity in a jurisdiction where Tidelands and Tidelands Bank do not file Tax Returns that Tidelands or Tidelands Bank is or may be subject to taxation by that jurisdiction. Neither Tidelands nor Tidelands Bank has commenced activities in any jurisdiction which will result in an initial filing of a Tax Return with respect to Taxes imposed by a governmental entity that it had not previously been required to file in the immediately preceding taxable periodCompany. (iic) The unpaid amounts so paid, together with all amounts accrued as liabilities for Taxes of Tidelands and Tidelands Bank (A) did not, including Taxes accrued as of December 31, 2015, exceed the reserve for Tax liabilities (currently payable but excluding any reserve for deferred Taxes established accrual to reflect timing differences between book and Tax income) set forth on the face books of the balance sheets (rather than Company, shall be adequate, based on the tax rates and applicable Laws in effect, to satisfy all liabilities for Taxes of the Company in any notes thereto) contained in jurisdiction through the Tidelands Financial StatementsClosing Date, which were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Since December 31, 2015, neither Tidelands nor Tidelands Bank has incurred any liability for including Taxes outside accruable upon income earned through the ordinary course of business or otherwise inconsistent with past custom and practiceClosing Date. (iiid) There are no liens, charges, restrictions, encumbrances not now any extensions of time in effect with respect to the dates on which any Tax Returns were or claims of any kind (collectively, “Liens”) for Taxes upon any property or asset of Tidelands or Tidelands Bank, except for Liens for current Taxes are due to be filed by the payment of which is not yet delinquent, or for Taxes contested in good faith through appropriate proceedings and reserved against in accordance with GAAPCompany. (ive) There are All Tax deficiencies asserted as a result of any examination by a Governmental Entity of a Tax Return of the Company have been paid in full, accrued on the books of the Company or finally settled, and no issue has been raised in any such examination that, by application of the same or similar principles, reasonably could be expected to result in a proposed Tax deficiency for any other period not so examined. (f) No claims have been asserted and no proposals or deficiencies for any Taxes with respect to Tidelands and Tidelands Bank that have been set forth or claimed in writingof the Company are being asserted, proposed or, to the knowledge Knowledge of Tidelandsthe Company and the Shareholders, proposed threatened, and no audit or assessed by a governmental entity. There are no pending, or, to the knowledge investigation of Tidelands, proposed or threatened audits, investigations, disputes or claims or other actions for or relating to any Tax Return of the Company is currently underway, pending or material liability for Taxes with respect to Tidelands and Tidelands Bank. No material issues relating to Taxes of Tidelands or Tidelands Bank were raised by the relevant governmental entity in any completed audit or examination that would reasonably be expected to recur in a later taxable period. None of Tidelands, Tidelands Bank or any predecessor has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment, deficiency, or collection, or has made any request in writing for any such extension or waiver, that remains in effect. There is not currently in effect any power of attorney authorizing any Person to act on behalf of Tidelands or Tidelands Bank, or receive information relating to Tidelands or Tidelands Bank, with respect to any Tax matterthreatened. (vg) Neither Tidelands nor Tidelands Bank No claim has requested ever been made against the Company by any Governmental Entity in a jurisdiction where the Company does not file Tax Returns that the Company is or received any ruling from any governmental entity, or signed any binding agreement with any governmental entity (including, without limitation, any advance pricing agreement) that would affect any amount of Tax payable after the Closing Date and has not made any request for issuance of a ruling from a governmental entity on behalf of the Tidelands or Tidelands Bank (regardless of whether the requested ruling is still pending or withdrawn)may be subject to taxation in such jurisdiction. (vih) Each of Tidelands and Tidelands Bank The Company has withheld and paid all Taxes required to have been withheld and paid by it in connection with amounts paid or owing to any employee, director, independent contractor, creditor, creditor or shareholder thereof or other third party, and all Tax Returns (including without limitation all Internal Revenue Service (“IRS”) Forms W-2 and 1099) required with respect thereto have been properly completed and timely filed with, and supplied to, the appropriate parties. (viii) Except The Company is currently, and since its date of incorporation has been, a valid “S” corporation within the meaning of Section 1361(a)(1) of the Code for all federal and state income Tax purposes, and no Taxing Authority has challenged, or is challenging, the S election of Company. (j) There are no outstanding waivers or agreements between any customary agreements Governmental Entity and the Company for the extension of time for the assessment of any Taxes or deficiency thereof, nor are there any requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by the Company or any other matter pending between the Company and any Governmental Entity. (k) Other than Permitted Liens, there are no Liens for Taxes with customers, vendors, lenders, lessors respect to the Company or the like entered into in assets or properties of the ordinary course Company, nor is there any such Lien (other than Permitted Liens) that is pending or, to the Knowledge of businessthe Company and the Shareholders, neither Tidelands nor Tidelands Bank threatened. (l) The Company is not a party to or bound by or has any obligation under any Tax sharing, allocation or indemnification agreement or similar contract or arrangement or any agreement that obligates it to make any payment computed by reference to the Taxes, taxable income or taxable losses of any other Personsharing agreement. (viiim) Except for the affiliated group of which Tidelands is the common parent, each of Tidelands and Tidelands Bank is The Company has not and has never been a member of an “affiliated group group” of corporations (within the meaning of Section 1504 of the Code or Code) filing a consolidated federal income tax return. (n) The Company does not have any group that has filed a combined, consolidated or unitary Tax Return. Neither Tidelands nor Tidelands Bank is liable liability for the Taxes of any Person (including an individual, corporation, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union or other entity or governmental entity) other than Tidelands and Tidelands Bank (ifor itself) under Treasury Regulations Regulation Section 1.1502-6 (or any similar provision of state, local or foreign lawLaw), (ii) as a transferee or successor, (iii) by contract, contract or (iv) otherwise. (ixo) Neither Tidelands nor Tidelands Bank has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 or Section 361 of the Code. (x) Neither Tidelands nor Tidelands Bank has been a party to a “reportable transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(1) (other than such transactions that have been properly reported) or any other substantially similar transaction requiring disclosure under analogous provisions of state, local or foreign Tax law. (xi) Tidelands has not taken any action not in accordance with past practice that would have the effect of deferring a measure of Tax from a period (or portion thereof) ending on or before the Closing Date to a period (or portion thereof) beginning after the Closing Date. Tidelands has no deferred income or other Tax Liability arising out of any transaction, including, without limitation, any (i) intercompany transaction (as defined in Treasury Regulations Section 1.1502-13), (ii) the disposal of any property in a transaction accounted for under the installment method pursuant to Section 453 of the Code, (iii) excess loss account (as defined in Treasury Regulations Section 1.1502-19) with respect to the stock of any subsidiary of Tidelands, (iv) use of the long-term contract method of accounting, or (v) receipt of any prepaid amount on or before the Closing Date. Neither Tidelands nor Tidelands Bank has made an election under Section 108(i) of the Code (or any corresponding provision of state, local or foreign law). (xii) Tidelands has delivered or made available to United for inspection complete and correct copies of (i) its federal and state income and franchise Tax Returns and reports for the past three (3) taxable periods ended on or after December 31, 2014, and has indicated those Tax Returns that have been audited and those Tax Returns that are currently the subject of an audit, and (ii) all private letter rulings, revenue agent reports, settlement agreements, a description of all deficiency notices and any similar documents submitted by, received by or agreed to by or on behalf of Tidelands, Tidelands Bank, and any predecessor thereof and relating to Taxes for such taxable periods. Tidelands has delivered or made available to United the amount of any net operating loss, net capital loss, unused investment or other credit, unused foreign tax or excess charitable deduction available for use by Tidelands or Tidelands Bank. There is currently no limitation on the use None of the Tax attributes Returns described in Subsection (a) of Tidelands and Tidelands Bank this Section 4.16 contains any position which is or would be subject to penalties under Sections 269, 382, 383, 384 or 1502 of the Code (and similar provisions of state, local or foreign Tax law). (xiii) No closing agreement pursuant to Section 7121 6662 of the Code (or any similar provision of provincial, state, local or non-U.S. foreign law) and the Treasury Regulations issued thereunder. (p) The Company has not made any payments, is not obligated to make any payments, and is not a party to any Contract that could obligate it to make any payments that will not be deductible under Section 280G of the Code (or any similar provision of provincial, state, local or foreign Law). (q) The Company is, and has at all times been, in compliance with the provisions of Section 6011, 6111 and 6112 of the Code relating to tax shelter disclosure, registration and list maintenance with the Treasury Regulations thereunder. (r) The Company has not at any time, engaged in or entered into a “listed transaction” within the meaning of Treasury Regulation Sections 1.6011-4(b)(2), 301.6111-2(b)(2) or 301.6112-1(b)(2)(A), and no IRS Form 8886 has been entered into by or filed with respect to the Tidelands Company nor has the Company entered into any tax shelter or Tidelands Banklisted transaction with the sole or dominant purpose of the avoidance or reduction of a Tax liability with respect to which there is a significant risk of challenge of such transaction by a Governmental Entity. (s) The Company has not, directly or indirectly, transferred property to or acquired property from a Person with whom it was not dealing at arm’s length for consideration other than consideration equal to the fair market value of the property at the time of the disposition or acquisition thereof. (t) The Company will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any Tax period after the Closing Date as a result of any (i) change in method of accounting for a Tax period ending on or prior to the Closing Date; (ii) “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; (iii) any installment sale or open transaction disposition made on or prior to the Closing Date; or (iv) prepaid amount received on or prior to the Closing Date. (u) The Company 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.

Tax Returns; Taxes. Except as set forth on Section 4.14 of the Company Disclosure Schedule: (ia) Each The Company and its Subsidiaries have timely (taking into account extensions of Tidelands time to file) filed all federal and Tidelands Bank has (i) duly state income Tax Returns and timely filed with the appropriate governmental entity all other Tax Returns required to be filed by it (taking into account any applicable extensions)filed, and all such Tax Returns are were true, correct correct, and complete in all material respects insofar as they reflect the amount of Tax shown as due thereon. The Company and prepared in compliance with all applicable laws and (ii) timely its Subsidiaries have paid all Taxes due shown thereon or otherwise due. (b) The Company and owing its Subsidiaries have provided adequate accruals (without taking into account any reserve for deferred Taxes) in the Balance Sheet for any Taxes that have not been paid, but were owed or accrued as of the date of the Balance Sheet, whether or not shown as being due on any Tax Returns). (c) All Tax Returns filed by or with respect the Company and its Subsidiaries through the Tax year ending December 31, 2005 have been examined and closed or are Tax Returns with respect to which the applicable period for assessment under applicable Law, after giving effect to extensions or waivers, has expired. (d) No request for information related to Tax matters has been received in writing with respect to material Tax matters from any Governmental Entity since December 31, 2005, no Tax audit or similar administrative proceeding relating to Taxes is pending, being conducted, or, to the Knowledge of Company, threatened in writing by any Governmental Entity, and no judicial proceeding is pending or being conducted that involves any Tax paid or Tax Return filed by or on behalf of the Company or its Subsidiaries. (e) The Company has provided to Purchaser copies of all federal income Tax Returns, examination reports, and statements of deficiencies assessed against or agreed to by the Company or its Subsidiaries filed or received since December 31, 2005, each of which is a true and correct copy. Neither Tidelands nor Tidelands Bank Section 4.14(e) of the Company Disclosure Schedule lists all federal and state income Tax Returns and all local, and foreign income Tax Returns filed by the Company or its Subsidiaries for taxable periods ended on or after December 31, 2005 that have been audited and/or that currently is are the beneficiary subject of an audit by a Tax authority. (f) No claim or deficiency against the Company or its Subsidiaries for the assessment or collection of any extension of time within Taxes has been asserted or proposed in writing, which claim or deficiency has not been settled with all amounts determined to file any Tax Return. To the knowledge of Tidelandshave been due and payable having been timely paid. (g) Since December 31, 2005, no claim has ever been made in writing by a governmental entity Tax authority in a jurisdiction where Tidelands and Tidelands Bank do not file the Company or its Subsidiaries has never filed Tax Returns asserting that Tidelands the Company or Tidelands Bank is its Subsidiaries are or may be subject to taxation Taxes imposed by that jurisdiction. Neither Tidelands nor Tidelands Bank has commenced activities in any jurisdiction which will result in an initial filing of a Tax Return with respect to Taxes imposed by a governmental entity that it had not previously been required to file in the immediately preceding taxable period. (iih) The unpaid Taxes of Tidelands Company and Tidelands Bank (A) did notits Subsidiaries have deducted, as of December 31, 2015, exceed the reserve for Tax liabilities (excluding any reserve for deferred Taxes established to reflect timing differences between book withheld and Tax income) set forth on the face of the balance sheets (rather than in any notes thereto) contained in the Tidelands Financial Statements, which were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Since December 31, 2015, neither Tidelands nor Tidelands Bank has incurred any liability for Taxes outside the ordinary course of business or otherwise inconsistent with past custom and practice. (iii) There are no liens, charges, restrictions, encumbrances or claims of any kind (collectively, “Liens”) for Taxes upon any property or asset of Tidelands or Tidelands Bank, except for Liens for current Taxes the payment of which is not yet delinquent, or for Taxes contested in good faith through appropriate proceedings and reserved against in accordance with GAAP. (iv) There are no deficiencies for Taxes with respect to Tidelands and Tidelands Bank that have been set forth or claimed in writing, or, timely paid to the knowledge of Tidelands, proposed or assessed by a governmental entity. There are no pending, or, to the knowledge of Tidelands, proposed or threatened audits, investigations, disputes or claims or other actions for or relating to any Tax Return or material liability for Taxes with respect to Tidelands and Tidelands Bank. No material issues relating to Taxes of Tidelands or Tidelands Bank were raised by the relevant governmental entity in any completed audit or examination that would reasonably be expected to recur in a later taxable period. None of Tidelands, Tidelands Bank or any predecessor has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment, deficiency, or collection, or has made any request in writing for any such extension or waiver, that remains in effect. There is not currently in effect any power of attorney authorizing any Person to act on behalf of Tidelands or Tidelands Bank, or receive information relating to Tidelands or Tidelands Bank, with respect to any Tax matter. (v) Neither Tidelands nor Tidelands Bank has requested or received any ruling from any governmental entity, or signed any binding agreement with any governmental entity (including, without limitation, any advance pricing agreement) that would affect any amount of Tax payable after the Closing Date and has not made any request for issuance of a ruling from a governmental entity on behalf of the Tidelands or Tidelands Bank (regardless of whether the requested ruling is still pending or withdrawn). (vi) Each of Tidelands and Tidelands Bank has withheld and paid appropriate Governmental Entity all Taxes required to have been be deducted, withheld and or paid in connection with income allocated to or amounts paid or owing to any employeeemployee (as determined in accordance with applicable Laws), independent contractor, creditor, shareholder stockholder or other third partyinterest holder and have complied in all material respects with all applicable Tax Laws relating to the payment, withholding, reporting and all Tax Returns (including without limitation all Internal Revenue Service (“IRS”) Forms W-2 and 1099) recordkeeping requirements relating to any Taxes required with respect thereto have been properly completed and timely filed with, and supplied to, the appropriate partiesto be collected or withheld. (viii) Except There are no Liens, other than Permitted Liens, for any customary agreements with customers, vendors, lenders, lessors Taxes upon the properties or assets of the like entered into in the ordinary course of business, neither Tidelands nor Tidelands Bank is Company or its Subsidiaries. (j) The Company and its Subsidiaries are not a party to or bound by or has any obligation under any Tax sharing, Tax indemnity, Tax allocation or indemnification similar agreement (other than commercial agreements not primarily relating to Taxes, provided that the commercial agreements are not related to equity compensation, change of control bonus, or such similar contract type of agreement) with respect to Taxes, and do not have any Liability or arrangement or potential Liability to another party under any agreement that obligates it such agreement. (k) The Company 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. (l) The Company and its Subsidiaries have not made any payment, are not obligated to make any payment computed and are not a party to any agreement that could reasonably be expected to obligate any of them to make any payments as a result of the consummation of the transactions contemplated by reference to the Taxes, taxable Agreement that would not be fully deductible for all applicable income or taxable losses Tax purposes solely as a result of any other Personthe application of Section 280G of the Code. (viiim) Except The Company and its Subsidiaries have not executed or entered into with any Governmental Entity (i) any agreement, waiver or other document that is still in force extending or having the effect of extending or waiving the period for assessment or collection of any Taxes for which the affiliated group Company or its Subsidiaries would or could be liable following the Closing (other than pursuant to extension of time to file Tax Returns obtained in the Ordinary Course); (ii) any closing agreement pursuant to Section 7121 of the Code, or any predecessor provision thereof or any similar provision of state, local or foreign Tax Law; (iii) any private letter ruling request or private letter ruling, or (iv) any power of attorney with respect to any Tax matter which Tidelands is the common parent, each of Tidelands currently in force. (n) The Company and Tidelands Bank is its Subsidiaries (i) are not and has have never been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of corporations within which is or was the meaning of Section 1504 of the Code or Company); and (ii) have never had any group that has filed a combined, consolidated or unitary Tax Return. Neither Tidelands nor Tidelands Bank is liable Liability for the Taxes of any Person (including an individual, corporation, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union or other entity or governmental entity) other than Tidelands the Company and Tidelands Bank (iits Subsidiaries) under Treasury Regulations Regulation Section 1.1502-6 (or any similar provision of state, local or foreign lawTax Law). (o) The Company and its Subsidiaries have not taken any position in any Tax Return that could give rise to a substantial understatement of Tax within the meaning of Section 6662 of the Code. (p) The Company and its Subsidiaries have not participated in any “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4. (q) The Company and its Subsidiaries will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period ending after the Closing Date as a result of any (i) change in accounting method for any Pre-Closing Period under Section 481 of the Code (or any similar provision of U.S. state, local or foreign Tax Law), (ii) as written agreement with a transferee or successorTax authority with regard to its Tax Liability for any Pre-Closing Period, (iii) by contractdeferred intercompany gain described in the Treasury Regulations under Code Section 1502 (or any similar provision of state, local or foreign Tax Law) arising from any transaction that occurred prior to the Closing Date or prior to the Closing on the Closing Date, (iv) otherwiseinstallment sale or open transaction disposition made prior to the Closing Date or prior to the Closing on the Closing Date, other than any such sale or disposition in the Ordinary Course or (v) prepaid amount received on or prior to the Closing Date, other than amounts received in the Ordinary Course. (ixr) Neither Tidelands nor Tidelands Bank has The Company and its Subsidiaries have not constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under shares described in Section 355 or Section 361 of the CodeCode in the two years prior to the date of this Agreement. (xs) Neither Tidelands nor Tidelands Bank has been a party to a “reportable transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(1Schedule 4.14(s) (other than such transactions that have been properly reported) lists all of the Subsidiaries for which the Company or any other substantially similar transaction requiring disclosure under analogous provisions of state, local or foreign Tax law. (xi) Tidelands has not taken any action not in accordance with past practice that would have Subsidiary is the effect of deferring a measure of Tax from a period (or portion thereof) ending on or before the Closing Date to a period (or portion thereof) beginning after the Closing Date. Tidelands has no deferred income or other Tax Liability arising out of any transaction, including, without limitation, any (i) intercompany transaction (tax matters partner as defined in Treasury Regulations Section 1.1502-13), (ii) the disposal of any property in a transaction accounted for under the installment method pursuant to Section 453 of the Code, . Nothing in this Agreement (iiiincluding this Section 4.14) excess loss account (shall be construed as defined in Treasury Regulations Section 1.1502-19) providing a representation or warranty with respect to the stock of existence, amount, expiration date or limitations on (or availability of) any subsidiary of Tidelands, (iv) use Tax attribute of the long-term contract method of accounting, or (v) receipt of any prepaid amount on or before the Closing Date. Neither Tidelands nor Tidelands Bank has made an election under Section 108(i) of the Code (or any corresponding provision of state, local or foreign law)Company. (xii) Tidelands has delivered or made available to United for inspection complete and correct copies of (i) its federal and state income and franchise Tax Returns and reports for the past three (3) taxable periods ended on or after December 31, 2014, and has indicated those Tax Returns that have been audited and those Tax Returns that are currently the subject of an audit, and (ii) all private letter rulings, revenue agent reports, settlement agreements, a description of all deficiency notices and any similar documents submitted by, received by or agreed to by or on behalf of Tidelands, Tidelands Bank, and any predecessor thereof and relating to Taxes for such taxable periods. Tidelands has delivered or made available to United the amount of any net operating loss, net capital loss, unused investment or other credit, unused foreign tax or excess charitable deduction available for use by Tidelands or Tidelands Bank. There is currently no limitation on the use of the Tax attributes of Tidelands and Tidelands Bank under Sections 269, 382, 383, 384 or 1502 of the Code (and similar provisions of state, local or foreign Tax law). (xiii) No closing agreement pursuant to Section 7121 of the Code (or any similar provision of state, local or non-U.S. law) has been entered into by or with respect to the Tidelands or Tidelands Bank.

Tax Returns; Taxes. (ia) Each All Tax Returns required to be filed by or on behalf of Tidelands and Tidelands Bank has (i) the Sellers have been duly and timely filed with the appropriate governmental entity Governmental Entity in all jurisdictions in which such Tax Returns are required to be filed by it (taking into account any in accordance with all applicable extensions)Laws, and all such Tax Returns are true, correct and complete in all material respects and prepared have been completed in compliance accordance with all applicable laws Laws. (b) All Taxes and (ii) timely paid all deposits for Taxes due and owing for which the Sellers have liability (whether or not shown due on any Tax ReturnsReturn) have been paid in full or are accrued as liabilities for Taxes on the books of the Sellers. The amount of Taxes so paid and deposits for Taxes so made, together with all amounts accrued as liabilities for Taxes (including Taxes accrued as currently payable but excluding any accrual to reflect timing differences between book and Tax income) on the books of the Sellers through the Closing Date, have been or are adequate based on the Tax rates and applicable Laws in effect to satisfy all liabilities for Taxes of the Sellers in any jurisdiction through the Closing Date. (c) Except as set forth on Schedule 4.17(c), there are not now any extensions of time in effect with respect to the dates on which any Tax Returns were or are due to be filed by the Sellers. (d) All Tax deficiencies asserted as a result of any examination by a Governmental Entity of a Tax Return of the Sellers have been paid in full, accrued on the books of the Sellers or finally settled, and no issue has been raised in any such examination that, by application of the same or similar principles, reasonably could be expected to result in a proposed Tax deficiency for any other taxable period not so examined. (e) No claims have been asserted and no deficiencies for any Taxes of the Sellers are being asserted or, to the Knowledge of the Sellers and/or Shareholders, proposed or threatened, and to the Knowledge of the Sellers and/or Shareholders, no audit or investigation of any Tax Return of the Sellers is currently underway, pending or threatened. (f) No claim within the last six (6) years has been made against any Seller by any Governmental Entity in a jurisdiction where such Seller does not file Tax Returns that such Seller is or may be subject to taxation in such jurisdiction or for which such Seller has not since filed Tax Returns and paid all Taxes asserted by such Governmental Entity. (g) The Sellers have timely reported, withheld and paid all Taxes required to have been reported, withheld and paid by it in connection with all amounts paid or owing to any employee, independent contractor, creditor or equity holder thereof or other third party. (h) There are no outstanding waivers or agreements between any Governmental Entity and the Sellers for the extension of time for the assessment or collection of any Taxes or deficiency thereof, nor to the Knowledge of the Sellers and/or the Shareholders are there any requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by the Sellers or any other matter pending between the Sellers and any Governmental Entity. Neither Tidelands nor Tidelands Bank currently is the beneficiary of The Sellers have not requested any extension of time within which to file any Tax Return. To the knowledge of Tidelands, no claim has ever been made by a governmental entity in a jurisdiction where Tidelands and Tidelands Bank do not file Tax Returns that Tidelands or Tidelands Bank is or may be subject to taxation by that jurisdiction. Neither Tidelands nor Tidelands Bank has commenced activities in any jurisdiction which will result in an initial filing of a Tax Return with respect to Taxes imposed by a governmental entity has since not been filed, excluding extensions of time that it had not previously been required to file in the immediately preceding taxable periodare granted automatically under applicable Laws. (ii) The unpaid Taxes of Tidelands and Tidelands Bank (A) did not, as of December 31, 2015, exceed the reserve for Tax liabilities (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the balance sheets (rather than in any notes thereto) contained in the Tidelands Financial Statements, which were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Since December 31, 2015, neither Tidelands nor Tidelands Bank has incurred any liability for Taxes outside the ordinary course of business or otherwise inconsistent with past custom and practice. (iiii) There are no liens, charges, restrictions, encumbrances or claims of any kind (collectively, “Liens”) Liens for Taxes upon any property or asset of Tidelands or Tidelands Bank, except for Liens for current (other than Taxes the payment of which is not yet delinquentdue and payable) with respect to the Sellers or any of the assets or properties of the Sellers, or for Taxes contested nor, to the Knowledge of the Sellers and/or Shareholders, is any Governmental Entity in good faith through appropriate proceedings and reserved against in accordance with GAAP. (iv) There are no deficiencies the process of imposing any Liens for Taxes with respect to Tidelands and Tidelands Bank that have been set forth the Sellers or claimed in writing, or, to the knowledge of Tidelands, proposed or assessed by a governmental entity. There are no pending, or, to the knowledge of Tidelands, proposed or threatened audits, investigations, disputes or claims or other actions for or relating to on any Tax Return or material liability for Taxes with respect to Tidelands and Tidelands Bank. No material issues relating to Taxes of Tidelands or Tidelands Bank were raised by the relevant governmental entity in any completed audit or examination that would reasonably be expected to recur in a later taxable period. None of Tidelands, Tidelands Bank or any predecessor has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment, deficiency, or collection, or has made any request in writing for any such extension or waiver, that remains in effect. There is not currently in effect any power of attorney authorizing any Person to act on behalf of Tidelands or Tidelands Bank, or receive information relating to Tidelands or Tidelands Bank, with respect to any Tax matter. (v) Neither Tidelands nor Tidelands Bank has requested or received any ruling from any governmental entity, or signed any binding agreement with any governmental entity (including, without limitation, any advance pricing agreement) that would affect any amount of Tax payable after the Closing Date and has not made any request for issuance of a ruling from a governmental entity on behalf of the Tidelands assets or Tidelands Bank properties of the Sellers (regardless of whether the requested ruling is still pending or withdrawnother than Taxes not yet due and payable). (vij) Each of Tidelands and Tidelands Bank 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, shareholder or other third party, and all Tax Returns (including without limitation all Internal Revenue Service (“IRS”) Forms W-2 and 1099) required with respect thereto have been properly completed and timely filed with, and supplied to, the appropriate parties. (vii) Except for any customary agreements with customers, vendors, lenders, lessors or the like entered into in the ordinary course of business, neither Tidelands nor Tidelands Bank No Seller is a party to or bound by or has any obligation under any Tax sharing, allocation or indemnification agreement or similar contract or arrangement or any agreement that obligates it to make any payment computed by reference to the Taxes, taxable income or taxable losses of any other Personsharing agreement. (viiik) Except for the affiliated group of which Tidelands is the common parent, each of Tidelands and Tidelands Bank is not and No Seller has never been a member of an “affiliated group group” of corporations (within the meaning of Section 1504 of the Code or § 1504) filing a consolidated federal income tax return. (l) No Seller has any group that has filed a combined, consolidated or unitary Tax Return. Neither Tidelands nor Tidelands Bank is liable liability for the Taxes of any Person (including an individual, corporation, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union or other entity or governmental entity) other than Tidelands and Tidelands Bank (ifor itself) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign lawLaw), (ii) as a transferee or successor, (iii) by contract, contract or (iv) otherwise. (ixm) Neither Tidelands nor Tidelands Bank has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 or Section 361 of the Code. (x) Neither Tidelands nor Tidelands Bank has been a party to a “reportable transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(1) (other than such transactions that have been properly reported) or any other substantially similar transaction requiring disclosure under analogous provisions of state, local or foreign Tax law. (xi) Tidelands has not taken any action not in accordance with past practice that would have the effect of deferring a measure of Tax from a period (or portion thereof) ending on or before the Closing Date to a period (or portion thereof) beginning after the Closing Date. Tidelands has no deferred income or other Tax Liability arising out of any transaction, including, without limitation, any (i) intercompany transaction (as defined in Treasury Regulations Section 1.1502-13), (ii) the disposal of any property in a transaction accounted for under the installment method pursuant to Section 453 of the Code, (iii) excess loss account (as defined in Treasury Regulations Section 1.1502-19) with respect to the stock of any subsidiary of Tidelands, (iv) use of the long-term contract method of accounting, or (v) receipt of any prepaid amount on or before the Closing Date. Neither Tidelands nor Tidelands Bank has made an election under Section 108(i) of the Code (or any corresponding provision of state, local or foreign law). (xii) Tidelands has delivered or made available to United for inspection complete and correct copies of (i) its federal and state income and franchise Tax Returns and reports for the past three (3) taxable periods ended on or after December 31, 2014, and has indicated those Tax Returns that have been audited and those Tax Returns that are currently the subject of an audit, and (ii) all private letter rulings, revenue agent reports, settlement agreements, a description of all deficiency notices and any similar documents submitted by, received by or agreed to by or on behalf of Tidelands, Tidelands Bank, and any predecessor thereof and relating to Taxes for such taxable periods. Tidelands has delivered or made available to United the amount of any net operating loss, net capital loss, unused investment or other credit, unused foreign tax or excess charitable deduction available for use by Tidelands or Tidelands Bank. There is currently no limitation on the use None of the Tax attributes Returns described in subsection (a) of Tidelands and Tidelands Bank this Section 4.17 contains any position which Seller could not reasonably assert that it would not be subject to penalties under Sections 269, 382, 383, 384 or 1502 of the Code (and similar provisions of state, local or foreign Tax law). (xiii) No closing agreement pursuant to Section 7121 6662 of the Code (or any similar provision of state, local or nonforeign Law) and the Treasury Regulations promulgated thereunder. (n) With respect to Taxes, no Seller has executed or entered into any agreement with, or obtained any consents or clearances from, any Governmental Entity or been subject to any ruling guidance specific to such Seller that would be binding on the Purchaser for any taxable period (or portion thereof) ending after the Effective Date. (o) No Seller 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 will not be deductible under Section 280G of the Code (or any similar provision of state, local or foreign Law). (p) Each Seller is, and has at all times been, in material compliance with the provisions of Sections 6011, 6111 and 6112 of the Code relating to tax shelter disclosure, registration and list maintenance requirements and with the Treasury Regulations promulgated thereunder. (q) No Seller has, at any time, engaged in or entered into, or been a promote of, a “reportable transaction” within the meaning of Code Section 6707A(c)(1) and Treasury Regulations Section 1.6011-U.S. law4(b) or a “listed transaction” within the meaning of Treasury Regulations Section 301.6111-2(b)(2) or 301.6112-1(c)(3), and no IRS Form 8886 has been entered into by or filed with respect to any Seller nor has any Seller entered into any tax shelter, reportable transaction or listed transaction with the Tidelands sole or Tidelands Bankdominant purpose of the avoidance or reduction of a Tax liability with respect to which there is a significant risk of challenge of such transaction by a Governmental Entity. (r) Except as set forth on Schedule 4.17(r), no Seller has, directly or indirectly, transferred property to or acquired property from a Person with whom it was not dealing at arm’s length for consideration other than consideration equal to the fair market value of the property at the time of the disposition or acquisition thereof. (s) No Seller 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. No withholding is required under Section 1445 of the Code in connection with the consummation of the purchase of the Assets contemplated hereby. (t) None of the Assets are “tax-exempt use property” within the meaning of Section 168(h) of the Code, “tax-exempt bond financed property” within the meaning of Section 168(g) of the Code or property that any Seller is required to treat as being owned by any other person pursuant to the so-called “safe-harbor lease” provisions of former Section 168(f)(8) of the Internal Revenue Code of 1954, as amended.

Tax Returns; Taxes. Since January 1, 1987, the corporate Xxxx Xxxxxx entities have been "small business corporations" and have maintained a valid election to be an "S corporation" under Subchapter S of the Internal Revenue Code of 1986, as amended (i) Each the "Code"). Xxxx Xxxxxx is not subject to income, franchise, sales or use tax or any other form of Tidelands taxation in any state other than Maryland. Xxxx Xxxxxx has duly filed all federal, state, and Tidelands Bank has (i) duly and timely filed with the appropriate governmental entity all Tax Returns local tax returns required to be filed by it (taking into account any applicable extensions)it, and all such Tax Returns returns are true, correct and complete accurate in all material respects respects, and prepared in compliance with Xxxx Xxxxxx or the Owners have duly paid or made adequate provision for the payment of all applicable laws taxes (including any interest, penalties and (iiadditions to tax) timely paid all Taxes which are due and owing (payable pursuant to such returns or which otherwise are due and payable in any jurisdiction, whether or not shown due on in connection with such returns. The liability for taxes reflected in Xxxx Xxxxxx' financial statements (excluding any Tax Returns). Neither Tidelands nor Tidelands Bank currently is the beneficiary portion of any extension deferred tax liability attributable to timing differences in reporting income or deductions for financial accounting and tax purposes) is sufficient for the payment of time within which all unpaid taxes (including any interest, penalties and additions to file tax), whether or not disputed, that are accrued or applicable for the period ended December 31, 1996 and for all years and periods ended prior thereto. No unpaid tax deficiencies have been asserted against Xxxx Xxxxxx as a result of any Tax Returnexamination by the Internal Revenue Service or any other taxing authority. To the best knowledge of TidelandsXxxx Xxxxxx, no claim has ever been made by a governmental entity in a jurisdiction where Tidelands and Tidelands Bank do not file Tax Returns that Tidelands or Tidelands Bank is or may be subject to taxation by that jurisdiction. Neither Tidelands nor Tidelands Bank has commenced activities in any jurisdiction which will result in an initial filing of a Tax Return with respect to Taxes imposed by a governmental entity that it had not previously been required to file in the immediately preceding taxable period. (ii) The unpaid Taxes of Tidelands and Tidelands Bank (A) did not, as of December 31, 2015, exceed the reserve for Tax liabilities (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the balance sheets (rather than in any notes thereto) contained in the Tidelands Financial Statements, which were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Since December 31, 2015, neither Tidelands nor Tidelands Bank has incurred any liability for Taxes outside the ordinary course of business or otherwise inconsistent with past custom and practice. (iii) There there are no liens, charges, restrictions, encumbrances pending claims asserted for taxes of Xxxx Xxxxxx or claims outstanding agreements or waivers extending the statutory period of any kind (collectively, “Liens”) for Taxes upon any property or asset of Tidelands or Tidelands Bank, except for Liens for current Taxes the payment of which is not yet delinquent, or for Taxes contested in good faith through appropriate proceedings and reserved against in accordance with GAAP. (iv) There are no deficiencies for Taxes with respect to Tidelands and Tidelands Bank that have been set forth or claimed in writing, or, to the knowledge of Tidelands, proposed or assessed by a governmental entity. There are no pending, or, to the knowledge of Tidelands, proposed or threatened audits, investigations, disputes or claims or other actions for or relating limitation applicable to any Tax Return or material liability tax return of Xxxx Xxxxxx for Taxes with respect to Tidelands and Tidelands Bank. No material issues relating to Taxes of Tidelands or Tidelands Bank were raised by the relevant governmental entity in any completed audit or examination that would reasonably be expected to recur in a later taxable period. None of Tidelands, Tidelands Bank or any predecessor has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment, deficiency, or collection, or Xxxx Xxxxxx has made any request in writing for any such extension all estimated income tax deposits and all other required tax payments or waiver, that remains in effect. There is not currently in effect any power of attorney authorizing any Person to act on behalf of Tidelands or Tidelands Bank, or receive information relating to Tidelands or Tidelands Bank, with respect to any Tax matter. (v) Neither Tidelands nor Tidelands Bank has requested or received any ruling from any governmental entity, or signed any binding agreement with any governmental entity (including, without limitation, any advance pricing agreement) that would affect any amount of Tax payable after the Closing Date deposits and has complied for all prior periods in all respects with the tax withholding provisions of all applicable federal, state, local and other laws. All accounting periods and methods used by Xxxx Xxxxxx for tax reporting purposes are permissible periods and methods under applicable law. Xxxx Xxxxxx has not made any request for issuance of a ruling from a governmental entity on behalf of the Tidelands or Tidelands Bank (regardless of whether the requested ruling is still pending or withdrawn). (vi) Each of Tidelands and Tidelands Bank 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, shareholder or other third party, and all Tax Returns (including without limitation all Internal Revenue Service (“IRS”) Forms W-2 and 1099) required with respect thereto have been properly completed and timely filed with, and supplied to, the appropriate parties. (vii) Except for any customary agreements with customers, vendors, lenders, lessors or the like entered into in the ordinary course of business, neither Tidelands nor Tidelands Bank is a party to or bound by or has any obligation under any Tax sharing, allocation or indemnification agreement or similar contract or arrangement or any agreement that obligates it to make any payment computed by reference to the Taxes, taxable income or taxable losses of any other Person. (viii) Except for the affiliated group of which Tidelands is the common parent, each of Tidelands and Tidelands Bank is not and has never been a member of an affiliated group of corporations within the meaning of Section 1504 of the Code or any group that filing a consolidated federal income tax return. Xxxx Xxxxxx has filed a combined, consolidated or unitary Tax Return. Neither Tidelands nor Tidelands Bank is liable for the Taxes of any Person (including an individual, corporation, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union or other entity or governmental entity) other than Tidelands and Tidelands Bank (i) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), (ii) as a transferee or successor, (iii) by contract, or (iv) otherwise. (ix) Neither Tidelands nor Tidelands Bank has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 or Section 361 of the Code. (x) Neither Tidelands nor Tidelands Bank has been a party to a “reportable transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(1) (other than such transactions that have been properly reported) or any other substantially similar transaction requiring disclosure under analogous provisions of state, local or foreign Tax law. (xi) Tidelands has not taken any action not in accordance with past practice that would have the effect of deferring a measure of Tax from a period (or portion thereof) ending on or before the Closing Date to a period (or portion thereof) beginning after the Closing Date. Tidelands has no deferred income or other Tax Liability arising out of any transaction, including, without limitation, any (i) intercompany transaction (as defined in Treasury Regulations Section 1.1502-13), (ii) the disposal of any property in a transaction accounted for under the installment method pursuant to Section 453 of the Code, (iii) excess loss account (as defined in Treasury Regulations Section 1.1502-19) with respect to the stock of any subsidiary of Tidelands, (iv) use of the long-term contract method of accounting, or (v) receipt of any prepaid amount on or before the Closing Date. Neither Tidelands nor Tidelands Bank has made an election under Section 108(i) of the Code (or any corresponding provision of state, local or foreign law). (xii) Tidelands has delivered or made available to United for inspection Xxxxx-Xxxxx true, complete and correct copies of (i) its federal income tax returns, state and state local income tax returns and franchise Tax Returns and reports sales tax returns for the past three (3) taxable periods years ended on or after December 3131 in 1994, 2014, 1995 and 1996 and has indicated those Tax Returns that have been audited and those Tax Returns that are currently the subject of an audit, and (ii) all private letter rulings, revenue agent reports, settlement agreements, a description of all deficiency notices and any similar documents submitted by, received by or agreed to by or on behalf of Tidelands, Tidelands Bank, and any predecessor thereof and relating to Taxes for such taxable periods. Tidelands has delivered or made available to United the amount of any net operating loss, net capital loss, unused investment or such other credit, unused foreign tax or excess charitable deduction available for use returns requested by Tidelands or Tidelands Bank. There is currently no limitation on the use of the Tax attributes of Tidelands and Tidelands Bank under Sections 269, 382, 383, 384 or 1502 of the Code (and similar provisions of state, local or foreign Tax law)Xxxxx-Xxxxx. (xiii) No closing agreement pursuant to Section 7121 of the Code (or any similar provision of state, local or non-U.S. law) has been entered into by or with respect to the Tidelands or Tidelands Bank.

Tax Returns; Taxes. (ia) Each of Tidelands and Tidelands Bank HCI has (i) duly and timely filed with the appropriate governmental entity all Tax Returns that it has been required to be filed by it (taking into account any applicable extensions), file to date and all such Tax Returns are true, were correct and complete in all material respects and prepared in compliance with all applicable laws and (ii) timely paid all respects. All Taxes due and owing owed by HCI (whether or not shown due on any Tax Returns)Return) which are due and payable have been paid except such Taxes as would not, individually or in the aggregate, have an HCI Material Adverse Effect. Neither Tidelands nor Tidelands Bank HCI is not currently is the beneficiary of any extension of time within which to file any Tax Return. To the knowledge of Tidelands, no claim has ever been made by a governmental entity No taxing authority in a jurisdiction where Tidelands and Tidelands Bank do HCI does not file Tax Returns has claimed in writing that Tidelands or Tidelands Bank HCI is or may be subject to taxation by that jurisdiction. Neither Tidelands nor Tidelands Bank has commenced activities in any jurisdiction which will result in an initial filing of a Tax Return with respect to Taxes imposed by a governmental entity that it had not previously been required to file in the immediately preceding taxable period. (iib) The unpaid Taxes of Tidelands and Tidelands Bank (A) did not, as of December 31, 2015, exceed the reserve for Tax liabilities (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the balance sheets (rather than in any notes thereto) contained in the Tidelands Financial Statements, which were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Since December 31, 2015, neither Tidelands nor Tidelands Bank has incurred any liability for Taxes outside the ordinary course of business or otherwise inconsistent with past custom and practice. (iii) There are no liens, charges, restrictions, encumbrances or claims of any kind (collectively, “Liens”) for Taxes upon any property or asset of Tidelands or Tidelands Bank, except for Liens for current Taxes the payment of which is not yet delinquent, or for Taxes contested in good faith through appropriate proceedings and reserved against in accordance with GAAP. (iv) There are no deficiencies for Taxes with respect to Tidelands and Tidelands Bank that have been set forth or claimed in writing, or, to the knowledge of Tidelands, proposed or assessed by a governmental entity. There are no pending, or, to the knowledge of Tidelands, proposed or threatened audits, investigations, disputes or claims or other actions for or relating to any Tax Return or material liability for Taxes with respect to Tidelands and Tidelands Bank. No material issues relating to Taxes of Tidelands or Tidelands Bank were raised by the relevant governmental entity in any completed audit or examination that would reasonably be expected to recur in a later taxable period. None of Tidelands, Tidelands Bank or any predecessor has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment, deficiency, or collection, or has made any request in writing for any such extension or waiver, that remains in effect. There is not currently in effect any power of attorney authorizing any Person to act on behalf of Tidelands or Tidelands Bank, or receive information relating to Tidelands or Tidelands Bank, with respect to any Tax matter. (v) Neither Tidelands nor Tidelands Bank has requested or received any ruling from any governmental entity, or signed any binding agreement with any governmental entity (including, without limitation, any advance pricing agreement) that would affect any amount of Tax payable after the Closing Date and has not made any request for issuance of a ruling from a governmental entity on behalf of the Tidelands or Tidelands Bank (regardless of whether the requested ruling is still pending or withdrawn). (vi) Each of Tidelands and Tidelands Bank HCI 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, shareholder stockholder, or other third party, and all Tax Returns (including without limitation all Internal Revenue Service (“IRS”) Forms W-2 and 1099) required with respect thereto have been properly completed and timely filed with, and supplied to, the appropriate parties. (viic) Except There is no dispute or claim concerning any Tax liability of HCI either (i) claimed or raised by any taxing authority in writing or (ii) as to which any shareholder or employee of HCI responsible for Tax matters of HCI has knowledge based upon personal contact with any customary agreements agent of such authority. (d) HCI has not waived any statute of limitations with customersrespect to Taxes or agreed to any extension of time with respect to assessment of Taxes. (e) All accounting periods and methods used by HCI for Tax purposes are permissible periods and methods, vendorsand HCI is not required to make any adjustments to its income under Section 481 of the Code in taxable years for which Tax Returns have not yet been filed. HCI has not filed a consent under Section 341(f) of the Code concerning collapsible corporations. HCI has not made nay payments, lendersis not obligated to make any payments, lessors or the like entered into in the ordinary course of business, neither Tidelands nor Tidelands Bank and is not a party to or bound by or has any obligation under any Tax sharing, allocation or indemnification agreement or similar contract or arrangement or any agreement that obligates under certain circumstances could obligate it to make any payment computed by reference payments that will not be deductible under Section 28OG of the Code. HCI is not a party to the Taxes, taxable income any Tax allocation or taxable losses of any other Person.sharing agreement. HCI (or its predecessors) (viiii) Except for the affiliated group of which Tidelands is the common parent, each of Tidelands and Tidelands Bank is has not and has never been a member of an affiliated group of corporations within the meaning of Section 1504 of the Code or filing a consolidated federal income Tax return in any group that taxable year ending after December 31, 1993 and (ii) has filed a combined, consolidated or unitary Tax Return. Neither Tidelands nor Tidelands Bank is liable no liability for the Taxes of any Person (including an individual, corporation, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union or other entity or governmental entity) person other than Tidelands and Tidelands Bank (i) HCI under Treasury Regulations Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), (ii) as a transferee or successor, (iii) by contract, or (iv) otherwise. (ixf) The unpaid Taxes of HCI did not, as of December 31, 1997, exceed the reserve for Taxes (excluding any reserve for deferred taxes attributable to differences between the timing of income or deductions for tax and financial accounting purposes) set forth on the balance sheet as of December 31, 1997 (excluding any notes thereto) contained in the HCI Financial Statements. (g) Neither Tidelands HCI nor Tidelands Bank any of the HCI Subsidiaries has constituted either taken any action or has notice of any fact, agreement, plan or other circumstance that is reasonably likely to prevent the Merger from qualifying as a “distributing corporation” or a “controlled corporation” in a distribution reorganization within the meaning of stock intended to qualify for tax-free treatment under Section 355 or Section 361 368(a)(1)(A) of the Code. (x) Neither Tidelands nor Tidelands Bank has been a party to a “reportable transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(1) (other than such transactions that have been properly reported) or any other substantially similar transaction requiring disclosure under analogous provisions of state, local or foreign Tax law. (xi) Tidelands has not taken any action not in accordance with past practice that would have the effect of deferring a measure of Tax from a period (or portion thereof) ending on or before the Closing Date to a period (or portion thereof) beginning after the Closing Date. Tidelands has no deferred income or other Tax Liability arising out of any transaction, including, without limitation, any (i) intercompany transaction (as defined in Treasury Regulations Section 1.1502-13), (ii) the disposal of any property in a transaction accounted for under the installment method pursuant to Section 453 of the Code, (iii) excess loss account (as defined in Treasury Regulations Section 1.1502-19) with respect to the stock of any subsidiary of Tidelands, (iv) use of the long-term contract method of accounting, or (v) receipt of any prepaid amount on or before the Closing Date. Neither Tidelands nor Tidelands Bank has made an election under Section 108(i) of the Code (or any corresponding provision of state, local or foreign law). (xii) Tidelands has delivered or made available to United for inspection complete and correct copies of (i) its federal and state income and franchise Tax Returns and reports for the past three (3) taxable periods ended on or after December 31, 2014, and has indicated those Tax Returns that have been audited and those Tax Returns that are currently the subject of an audit, and (ii) all private letter rulings, revenue agent reports, settlement agreements, a description of all deficiency notices and any similar documents submitted by, received by or agreed to by or on behalf of Tidelands, Tidelands Bank, and any predecessor thereof and relating to Taxes for such taxable periods. Tidelands has delivered or made available to United the amount of any net operating loss, net capital loss, unused investment or other credit, unused foreign tax or excess charitable deduction available for use by Tidelands or Tidelands Bank. There is currently no limitation on the use of the Tax attributes of Tidelands and Tidelands Bank under Sections 269, 382, 383, 384 or 1502 of the Code (and similar provisions of state, local or foreign Tax law). (xiii) No closing agreement pursuant to Section 7121 of the Code (or any similar provision of state, local or non-U.S. law) has been entered into by or with respect to the Tidelands or Tidelands Bank.

Tax Returns; Taxes. (a) Adairsville has duly ------------------ filed (i) Each of Tidelands and Tidelands Bank has (i) duly and timely filed with the appropriate governmental entity all Tax Returns required to be filed by it (taking into account any applicable extensions), and all such Tax Returns are true, correct and complete in all material respects and prepared in compliance with all applicable laws and (ii) timely paid all Taxes due and owing (whether or not shown due on any Tax Returns). Neither Tidelands nor Tidelands Bank currently is the beneficiary of any extension of time within which to file any Tax Return. To the knowledge of Tidelands, no claim has ever been made by a governmental entity in a jurisdiction where Tidelands and Tidelands Bank do not file Tax Returns that Tidelands or Tidelands Bank is or may be subject to taxation by that jurisdiction. Neither Tidelands nor Tidelands Bank has commenced activities in any jurisdiction which will result in an initial filing of a Tax Return with respect to Taxes imposed by a governmental entity that it had not previously been required to file in the immediately preceding taxable period. (ii) The unpaid Taxes of Tidelands and Tidelands Bank (A) did not, as of December 31, 2015, exceed the reserve for Tax liabilities (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the balance sheets (rather than in any notes thereto) contained in the Tidelands Financial Statements, which were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Since December 31, 2015, neither Tidelands nor Tidelands Bank has incurred any liability for Taxes outside the ordinary course of business or otherwise inconsistent with past custom and practice. (iii) There are no liens, charges, restrictions, encumbrances or claims of any kind (collectively, “Liens”) for Taxes upon any property or asset of Tidelands or Tidelands Bank, except for Liens for current Taxes the payment of which is not yet delinquent, or for Taxes contested in good faith through appropriate proceedings and reserved against in accordance with GAAP. (iv) There are no deficiencies for Taxes with respect to Tidelands and Tidelands Bank that have been set forth or claimed in writing, or, to the knowledge of Tidelands, proposed or assessed by a governmental entity. There are no pending, or, to the knowledge of Tidelands, proposed or threatened audits, investigations, disputes or claims or other actions for or relating to any Tax Return or material liability for Taxes with respect to Tidelands and Tidelands Bank. No material issues relating to Taxes of Tidelands or Tidelands Bank were raised by the relevant governmental entity in any completed audit or examination that would reasonably be expected to recur in a later taxable period. None of Tidelands, Tidelands Bank or any predecessor has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment, deficiency, or collection, or has made any request in writing for any such extension or waiver, that remains in effect. There is not currently in effect any power of attorney authorizing any Person to act on behalf of Tidelands or Tidelands Bank, or receive information relating to Tidelands or Tidelands Bank, with respect to any Tax matter. (v) Neither Tidelands nor Tidelands Bank has requested or received any ruling from any governmental entity, or signed any binding agreement with any governmental entity (including, without limitation, any advance pricing agreement) that would affect any amount of Tax payable after the Closing Date and has not made any request for issuance of a ruling from a governmental entity on behalf of the Tidelands or Tidelands Bank (regardless of whether the requested ruling is still pending or withdrawn). (vi) Each of Tidelands and Tidelands Bank 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, shareholder or other third party, and all Tax Returns (including without limitation all Internal Revenue Service (“IRS”) Forms W-2 and 1099) required with respect thereto have been properly completed and timely filed with, and supplied to, the appropriate parties. (vii) Except for any customary agreements with customers, vendors, lenders, lessors or the like entered into in the ordinary course of business, neither Tidelands nor Tidelands Bank is a party to or bound by or has any obligation under any Tax sharing, allocation or indemnification agreement or similar contract or arrangement or any agreement that obligates it to make any payment computed by reference to the Taxes, taxable income or taxable losses of any other Person. (viii) Except for the affiliated group of which Tidelands is the common parent, each of Tidelands and Tidelands Bank is not and has never been a member of an affiliated group of corporations within the meaning of Section 1504 of the Code or any group that has filed a combined, consolidated or unitary Tax Return. Neither Tidelands nor Tidelands Bank is liable for the Taxes of any Person (including an individual, corporation, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union or other entity or governmental entity) other than Tidelands and Tidelands Bank (i) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), (ii) as a transferee or successor, (iii) by contract, or (iv) otherwise. (ix) Neither Tidelands nor Tidelands Bank has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 or Section 361 of the Code. (x) Neither Tidelands nor Tidelands Bank has been a party to a “reportable transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(1) (other than such transactions that have been properly reported) or any other substantially similar transaction requiring disclosure under analogous provisions of state, local or foreign Tax law. (xi) Tidelands has not taken any action not in accordance with past practice that would have the effect of deferring a measure of Tax from a period (or portion thereof) ending on or before the Closing Date to a period (or portion thereof) beginning after the Closing Date. Tidelands has no deferred income or other Tax Liability arising out of any transaction, including, without limitation, any (i) intercompany transaction (as defined in Treasury Regulations Section 1.1502-13), (ii) the disposal of any property in a transaction accounted for under the installment method pursuant to Section 453 of the Code, (iii) excess loss account (as defined in Treasury Regulations Section 1.1502-19) with respect to the stock of any subsidiary of Tidelands, (iv) use of the long-term contract method of accounting, or (v) receipt of any prepaid amount on or before the Closing Date. Neither Tidelands nor Tidelands Bank has made an election under Section 108(i) of the Code (or any corresponding provision of state, local or foreign law). (xii) Tidelands has delivered or made available to United for inspection complete and correct copies of (i) its federal and state income tax returns and franchise Tax Returns and reports for the past three (3) taxable periods ended on or after December 31, 2014, and has indicated those Tax Returns that have been audited and those Tax Returns that are currently the subject of an auditreports, and (ii) all private letter rulingsrequired returns and reports of other governmental units having jurisdiction with respect to taxes imposed upon its income, revenue agent reportsproperties, settlement agreementsrevenues, franchises, operations or other assets or taxes imposed which might create a description material lien or encumbrance on any of all deficiency notices such assets or affect materially and any similar documents submitted by, received by adversely its business or agreed to by operations. Such returns or on behalf of Tidelands, Tidelands Bankreports are, and any predecessor thereof when filed will be, true, complete and relating correct, and Adairsville has paid, to Taxes for the extent such taxable taxes or other governmental charges have become due, all taxes and other governmental charges set forth in such returns or reports. All federal, state and local taxes and other governmental charges paid or payable by Adairsville have been paid, or have been accrued or reserved on its books in accordance with generally accepted accounting principles ("GAAP") applied on a basis consistent with prior periods. Tidelands Adequate reserves for the payment of taxes have been established on the books of Adairsville for all periods through the date hereof, whether or not due and payable and whether or not disputed. Until the Closing Date, Adairsville shall continue to provide adequate reserves for the payment of expected tax liabilities in accordance with GAAP applied on a basis consistent with prior periods. Adairsville has delivered not received any notice of a tax deficiency or made available to United the amount assessment of additional taxes of any net operating losskind and, net capital loss, unused investment or other credit, unused foreign tax or excess charitable deduction available for use by Tidelands or Tidelands Bank. There is currently no limitation on to the use knowledge of the Tax attributes officers of Tidelands and Tidelands Bank under Sections 269Adairsville (collectively, 382"Management"), 383there is no threatened claim against Adairsville, 384 or 1502 any basis for any such claim, for payment of the Code (and similar provisions of any additional federal, state, local or foreign Tax law)taxes for any period prior to the date of this Agreement in excess of the accruals or reserves with respect to any such claim shown in the 1998 Adairsville Financial Statements described in Section 4.2.6 below or disclosed in the notes with respect thereto. There are no waivers or agreements by Adairsville for the extension of time for the assessment of any taxes. The federal income tax returns of Adairsville have not been examined by the Internal Revenue Service for any period since January 1, 1994. (xiiib) No closing agreement pursuant to Section 7121 Except as set forth in the Adairsville Disclosure Memorandum, proper and accurate amounts have been withheld by Adairsville from its employees for all periods in full and complete compliance with the tax withholding provisions of the Code (or any similar provision of stateapplicable federal, state and local or non-U.S. law) has tax laws, and proper and accurate federal, state and local tax returns have been entered into filed by or Adairsville for all periods for which returns were due with respect to withholding, social security and unemployment taxes, and the Tidelands or Tidelands Bankamounts shown thereon to be due and payable have been paid in full.

Tax Returns; Taxes. Except as set forth in Section 5.17 of the Seller Disclosure Schedule:‌ (ia) Each of Tidelands and Tidelands Bank has (i) All Tax Returns required to have been filed by Seller have been duly and timely filed with the appropriate governmental entity all Tax Returns required to be filed by it (taking into account any applicable extensions), and all such Tax Returns are true, correct and complete in all material respects and prepared respects. No extension of time in compliance with all applicable laws and which to file such Tax Return is in effect. (iib) timely paid all All Taxes due and owing payable by Seller (whether or not shown due on any Tax Returns)Return) have been paid in full. Neither Tidelands nor Tidelands Bank currently is the beneficiary of any extension of time within which to file any Tax Return. To the knowledge of Tidelands, no claim has ever been made by a governmental entity in a jurisdiction where Tidelands The accruals and Tidelands Bank do not file Tax Returns that Tidelands or Tidelands Bank is or may be subject to taxation by that jurisdiction. Neither Tidelands nor Tidelands Bank has commenced activities in any jurisdiction which will result in an initial filing of a Tax Return reserves with respect to Taxes imposed by a governmental entity that it had not previously been required to file in the immediately preceding taxable period. (ii) The unpaid Taxes of Tidelands and Tidelands Bank (A) did not, as of December 31, 2015, exceed the reserve for Tax liabilities (excluding other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face Interim Financial Statements are adequate in all respects to cover all Taxes of Seller accruing or payable with respect to Tax Periods (or portions thereof) ending on or before the balance sheets Balance Sheet Date. All Liabilities of Seller for Taxes attributable to Tax Periods (rather than in any notes theretoor portions thereof) contained commencing after the Balance Sheet Date have arisen in the Tidelands Financial Statements, which were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Since December 31, 2015, neither Tidelands nor Tidelands Bank has incurred any liability for Taxes outside the ordinary course Ordinary Course of business or otherwise inconsistent with past custom and practiceBusiness. (iiic) There are no liensNo claims, chargesadjustments, restrictions, encumbrances assessments or claims of any kind (collectively, “Liens”) for Taxes upon any property or asset of Tidelands or Tidelands Bank, except for Liens for current Taxes the payment of which is not yet delinquent, or for Taxes contested in good faith through appropriate proceedings and reserved against in accordance with GAAP. (iv) There are no deficiencies for any amount of Taxes with respect to Tidelands and Tidelands Bank that have been set forth or claimed in writingof Seller by any Governmental Body are being asserted, proposed or, to the knowledge Knowledge of TidelandsSeller, proposed threatened, and no audit or assessed investigation of any Tax Return of Seller by a governmental entity. There are no pendingany Governmental Body has occurred in the last three (3) years or is currently underway, pending or, to the knowledge Knowledge of TidelandsSeller, proposed or threatened auditsthreatened. (d) Since the Petition Date, investigations, disputes or claims or other actions for or relating to no claim has been made against Seller by any Governmental Body in a jurisdiction where Seller does not file a Tax Return that Seller is or material liability for Taxes may be subject to taxation in such jurisdiction with respect to Tidelands and Tidelands Bank. No material issues relating to Taxes that are the subject of Tidelands or Tidelands Bank were raised by the relevant governmental entity in any completed audit or examination that would reasonably be expected to recur in a later taxable period. None of Tidelands, Tidelands Bank or any predecessor has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a such Tax assessment, deficiency, or collection, or has made any request in writing for any such extension or waiver, that remains in effect. There is not currently in effect any power of attorney authorizing any Person to act on behalf of Tidelands or Tidelands Bank, or receive information relating to Tidelands or Tidelands Bank, with respect to any Tax matterReturn. (ve) Neither Tidelands nor Tidelands Bank Seller has requested complied in all material respects with all applicable Laws, rules and regulations relating to the payment and withholding of Taxes in connection with amounts paid or received owing to any ruling from any governmental entityemployee, independent contractor, creditor, stockholder, nonresident or signed any binding agreement with any governmental entity (includingother third party, without limitation, any advance pricing agreement) that would affect any amount of Tax payable after the Closing Date and has not made any request for issuance of a ruling from a governmental entity on behalf of the Tidelands or Tidelands Bank (regardless of whether the requested ruling is still pending or withdrawn). (vi) Each of Tidelands and Tidelands Bank has withheld and timely paid to the appropriate Governmental Body all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, shareholder stockholder, nonresident or other third party, and all Tax Returns (including without limitation all Internal Revenue Service (“IRS”) Forms W-2 and 1099) required with respect thereto have been properly completed and timely filed with, and supplied to, the appropriate parties. (viif) Except for Seller has not executed or filed with any customary agreements with customers, vendors, lenders, lessors or the like entered into in the ordinary course of business, neither Tidelands nor Tidelands Bank is a party to or bound by or has Governmental Body any obligation under any Tax sharing, allocation or indemnification agreement or similar contract waiver extending the period for assessment, reassessment or arrangement or any agreement that obligates it to make any payment computed by reference to the Taxes, taxable income or taxable losses collection of any Taxes (other Person. (viiithan as the result of extending the time to file a Tax Return) Except for the affiliated group of which Tidelands agreement or waiver is the common parentstill in effect. Seller has not made an election, each of Tidelands and Tidelands Bank nor is not and has never been a member of an affiliated group of corporations Seller required, to treat any Acquired Asset as owned by another Person or as tax exempt bond-financed property or tax- exempt use property within the meaning of Section 1504 168 of the Code or under any group that comparable provision of state or local Tax Law. (g) Seller has filed a combined, consolidated or unitary Tax Return. Neither Tidelands nor Tidelands Bank is liable no Liability for the Taxes of any other Person (including an individual, corporation, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union or other entity or governmental entity) other than Tidelands and Tidelands Bank (i) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), (ii) as a transferee or successor, (iii) by contractLaw, Contract or (iv) otherwise. (ixh) Neither Tidelands nor Tidelands Bank Seller has not engaged in any “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). (i) Seller has not constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 or Section 361 of the Code. (xj) Neither Tidelands nor Tidelands Bank has been a party to a “reportable transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(1) (other than such transactions that have been properly reported) or any other substantially similar transaction requiring disclosure under analogous provisions of state, local or foreign Tax law[reserved]. (xi) Tidelands has not taken any action not in accordance with past practice that would have the effect of deferring a measure of Tax from a period (or portion thereof) ending on or before the Closing Date to a period (or portion thereof) beginning after the Closing Date. Tidelands has no deferred income or other Tax Liability arising out of any transaction, including, without limitation, any (i) intercompany transaction (as defined in Treasury Regulations Section 1.1502-13), (ii) the disposal of any property in a transaction accounted for under the installment method pursuant to Section 453 of the Code, (iii) excess loss account (as defined in Treasury Regulations Section 1.1502-19) with respect to the stock of any subsidiary of Tidelands, (iv) use of the long-term contract method of accounting, or (v) receipt of any prepaid amount on or before the Closing Date. Neither Tidelands nor Tidelands Bank has made an election under Section 108(i) of the Code (or any corresponding provision of state, local or foreign law). (xii) Tidelands has delivered or made available to United for inspection complete and correct copies of (i) its federal and state income and franchise Tax Returns and reports for the past three (3) taxable periods ended on or after December 31, 2014, and has indicated those Tax Returns that have been audited and those Tax Returns that are currently the subject of an audit, and (ii) all private letter rulings, revenue agent reports, settlement agreements, a description of all deficiency notices and any similar documents submitted by, received by or agreed to by or on behalf of Tidelands, Tidelands Bank, and any predecessor thereof and relating to Taxes for such taxable periods. Tidelands has delivered or made available to United the amount of any net operating loss, net capital loss, unused investment or other credit, unused foreign tax or excess charitable deduction available for use by Tidelands or Tidelands Bank. There is currently no limitation on the use of the Tax attributes of Tidelands and Tidelands Bank under Sections 269, 382, 383, 384 or 1502 of the Code (and similar provisions of state, local or foreign Tax law). (xiii) No closing agreement pursuant to Section 7121 of the Code (or any similar provision of state, local or non-U.S. law) has been entered into by or with respect to the Tidelands or Tidelands Bank.

Tax Returns; Taxes. (ia) Each To the knowledge of Tidelands MT, each of MT and Tidelands the Bank has (i) duly and timely filed with the appropriate governmental entity all Tax Returns required to be filed by it (taking into account any applicable extensions), and all such Tax Returns are true, correct and complete in all material respects and prepared in compliance with all applicable laws Laws and (ii) timely paid all Taxes due and owing (whether or not shown due on any Tax Returns). Neither Tidelands MT nor Tidelands the Bank currently is the beneficiary of any extension of time within which to file any Tax Return. To the knowledge of Tidelands, no No claim has ever been made by a governmental entity in a jurisdiction where Tidelands MT and Tidelands the Bank do not file Tax Returns that Tidelands MT or Tidelands the Bank is or may be subject to taxation by that jurisdiction. Neither Tidelands MT nor Tidelands the Bank has commenced activities in any jurisdiction which will result in an initial filing of a Tax Return with respect to Taxes imposed by a governmental entity that it had not previously been required to file in the immediately preceding taxable period. (iib) The unpaid Taxes of Tidelands MT and Tidelands the Bank (A) did not, as of December 31, 20152014, exceed the reserve for Tax liabilities (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the balance sheets (rather than in any notes thereto) contained in the Tidelands Financial Statements, which were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Since December 31, 20152014, neither Tidelands MT nor Tidelands the Bank has incurred any liability for Taxes outside the ordinary course of business or otherwise inconsistent with past custom and practice. (iiic) There are no liens, charges, restrictions, encumbrances or claims of any kind (collectively, “Liens”) for Taxes upon any property or asset of Tidelands MT or Tidelands the Bank, except for Liens for current Taxes the payment of which is not yet delinquent, or for Taxes contested in good faith through appropriate proceedings and reserved against in accordance with GAAP. (ivd) There are no deficiencies for Taxes with respect to Tidelands MT and Tidelands the Bank that have been set forth or claimed in writing, or, to the knowledge of Tidelands, or proposed or assessed by a governmental entity. There are no pending, proposed or, to the knowledge of TidelandsMT, proposed or threatened audits, investigations, disputes or claims or other actions for or relating to any Tax Return or material liability for Taxes with respect to Tidelands MT and Tidelands the Bank. No material issues relating to Taxes of Tidelands MT or Tidelands the Bank were raised by the relevant governmental entity in any completed audit or examination that would reasonably be expected to recur in a later taxable period. None of TidelandsMT, Tidelands the Bank or any predecessor has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment, assessment or deficiency, or collection, or has made any request in writing for any such extension or waiver, that remains in effect. There is not currently in effect any power of attorney authorizing any Person to act on behalf of Tidelands MT or Tidelands the Bank, or receive information relating to Tidelands MT or Tidelands the Bank, with respect to any Tax matter. (ve) Neither Tidelands MT nor Tidelands the Bank has requested or received any ruling from any governmental entity, or signed any binding agreement with any governmental entity (including, without limitation, any advance pricing agreement) that would affect any amount of Tax payable after the Closing Date and has not made any request for issuance of a ruling from a governmental entity on behalf of the Tidelands MT or Tidelands the Bank (regardless of whether the requested ruling is still pending or withdrawn). (vif) Each To the knowledge of Tidelands MT, each of MT and Tidelands the Bank 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, shareholder or other third party, and all Tax Returns (including without limitation all Internal Revenue Service (“IRS”) IRS Forms W-2 and 1099) required with respect thereto have been properly completed and timely filed with, and supplied to, the appropriate parties. (viig) Except for any such customary agreements with customers, vendors, lenders, lessors or the like entered into in the ordinary course of businessbusiness (each of which is not specifically entered into to address Taxes), neither Tidelands MT nor Tidelands the Bank is a party to or bound by or has any obligation under any Tax sharing, allocation or indemnification agreement or similar contract or arrangement or any agreement that obligates it to make any payment computed by reference to the Taxes, taxable income or taxable losses of any other Person. (viiih) Except for the affiliated group of which Tidelands MT is the common parent, each of Tidelands MT and Tidelands the Bank is not and has never been a member of an affiliated group of corporations within the meaning of Section 1504 of the Code or any group that has filed a combined, consolidated or unitary Tax Return. Neither Tidelands MT nor Tidelands the Bank is liable for the Taxes of any Person (including an individual, corporation, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union or other entity or governmental entityGovernmental Entity) other than Tidelands MT and Tidelands the Bank (i) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), (ii) as a transferee or successor, (iii) by contractContract, or (iv) otherwise. (ixi) Neither Tidelands MT nor Tidelands the Bank has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 or Section 361 of the Code. (xj) Neither Tidelands MT nor Tidelands the Bank has taken any action, failed to take any action, or knows of any fact that would be reasonably expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. (k) Neither MT nor the Bank has been a party to a “reportable transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(1) (other than such transactions that have been properly reported) or any other substantially similar transaction requiring disclosure under analogous provisions of state, local or foreign Tax law. (xil) Tidelands MT has not taken any action not in accordance with past practice that would have the effect of deferring a measure of Tax from a period (or portion thereof) ending on or before the Closing Date to a period (or portion thereof) beginning after the Closing Date. Tidelands MT has no deferred income or other Tax Liability arising out of any transaction, including, without limitation, any (i) intercompany transaction (as defined in Treasury Regulations Section 1.1502-13), (ii) the disposal of any property in a transaction accounted for under the installment method pursuant to Section 453 of the Code, (iii) excess loss account (as defined in Treasury Regulations Section 1.1502-19) with respect to the stock of any subsidiary of TidelandsMT, (iv) use of the long-term contract method of accounting, or (v) receipt of any prepaid amount on or before the Closing Date. Neither Tidelands MT nor Tidelands the Bank has made an election under Section 108(i) of the Code (or any corresponding provision of state, local or foreign lawLaw). (xiim) Tidelands MT has delivered or made available to United for inspection complete and correct copies of (i) its federal and state income and franchise Tax Returns tax returns and reports for the past three (3) taxable periods ended on or after December 31, 2014years, and has indicated those Tax Returns that have been audited complete and those Tax Returns that are currently the subject correct copies of an audit, and (ii) all private letter rulings, revenue agent reports, settlement agreements, a description of all deficiency notices and any similar documents submitted by, received by or agreed to by or on behalf of TidelandsMT, Tidelands the Bank, and any predecessor thereof and relating to Taxes for such taxable periods. Tidelands MT has delivered or made available to United the amount of any net operating loss, net capital loss, unused investment or other credit, unused foreign tax or excess charitable deduction available for use by Tidelands MT or Tidelands the Bank. There is currently no limitation on the use of the Tax attributes of Tidelands MT and Tidelands the Bank under Sections 269, 382, 383, 384 or 1502 of the Code (and similar provisions of state, local or foreign Tax lawLaw). (xiii) No closing agreement pursuant to Section 7121 of the Code (or any similar provision of state, local or non-U.S. law) has been entered into by or with respect to the Tidelands or Tidelands Bank.

Tax Returns; Taxes. Except as stated on Schedule 5.13, (ia) Each of Tidelands and Tidelands Bank has (i) duly and timely filed with the appropriate governmental entity all Tax Returns required to be have been filed by it (taking into account any applicable extensions)with respect to the Purchased Assets or the Business have been, or will be, duly and timely filed, and all such Tax Returns are true, correct and complete in all material respects and prepared in compliance with all applicable laws and (ii) timely paid all Taxes due and owing (whether or not shown due on any Tax Returns)respects. Neither Tidelands nor Tidelands Bank No Seller is currently is the beneficiary of any extension of time within which to file any Tax Return. To the knowledge of Tidelands, no claim has ever been made Return required to be filed by a governmental entity in a jurisdiction where Tidelands and Tidelands Bank do not file Tax Returns that Tidelands or Tidelands Bank is or may be subject to taxation by that jurisdiction. Neither Tidelands nor Tidelands Bank has commenced activities in any jurisdiction which will result in an initial filing of a Tax Return Sellers with respect to Taxes imposed by a governmental entity that it had not previously been required to file the Purchased Assets or the Business, other than extensions acquired in the immediately preceding taxable periodOrdinary Course of Business which are listed on Schedule 5.13. (iib) All material Taxes due and owing by Sellers with respect to the Purchased Assets or the Business (whether or not shown on any Tax Return) have been, or will be, timely paid in full. (c) No written notice from any Governmental Body of proposed adjustment, deficiency or underpayment of Taxes with respect to Sellers, the Purchased Assets or the Business has been received by any Seller that has not since been satisfied by payment or been withdrawn, and no written notification has been provided by any Governmental Body of an intent to raise such issues. No Seller has waived any statute of limitations or agreed to any extension of time during which a material Tax assessment or deficiency assessment may be made with respect to the Purchased Assets or the Business. Each Seller has delivered to Purchaser correct and complete copies of all income Tax Returns, examination reports, and statements of deficiencies assessed against or agreed to by Sellers with respect to the Purchased Assets or the Business since December 31, 2021. (d) The unpaid Taxes of Tidelands the Sellers with respect to the Purchased Assets and Tidelands Bank the Business, (A) did not, as of December 31, 2015the most recent fiscal month end, exceed the reserve for Tax liabilities Liability (excluding rather than any reserve for deferred Taxes established to reflect timing differences difference between book and Tax income) set forth on the face of the most recent balance sheets sheet (rather than in any notes thereto) contained in and (B) do not exceed that reserve as adjusted for the Tidelands Financial Statements, which were prepared passage of time through the Closing Date in accordance with U.S. generally accepted accounting principles (“GAAP”). Since December 31, 2015, neither Tidelands nor Tidelands Bank has incurred any liability for Taxes outside the ordinary course of business or otherwise inconsistent with past custom and practicepractice of Sellers in filing their Tax Returns. (iii) There are no liens, charges, restrictions, encumbrances or claims of any kind (collectively, “Liens”) for Taxes upon any property or asset of Tidelands or Tidelands Bank, except for Liens for current Taxes the payment of which is not yet delinquent, or for Taxes contested in good faith through appropriate proceedings and reserved against in accordance with GAAP. (iv) There are no deficiencies for Taxes with respect to Tidelands and Tidelands Bank that have been set forth or claimed in writing, or, to the knowledge of Tidelands, proposed or assessed by a governmental entity. There are no pending, or, to the knowledge of Tidelands, proposed or threatened audits, investigations, disputes or claims or other actions for or relating to any Tax Return or material liability for Taxes with respect to Tidelands and Tidelands Bank. No material issues relating to Taxes of Tidelands or Tidelands Bank were raised by the relevant governmental entity in any completed audit or examination that would reasonably be expected to recur in a later taxable period. None of Tidelands, Tidelands Bank or any predecessor has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment, deficiency, or collection, or has made any request in writing for any such extension or waiver, that remains in effect. There is not currently in effect any power of attorney authorizing any Person to act on behalf of Tidelands or Tidelands Bank, or receive information relating to Tidelands or Tidelands Bank, with respect to any Tax matter. (v) Neither Tidelands nor Tidelands Bank has requested or received any ruling from any governmental entity, or signed any binding agreement with any governmental entity (including, without limitation, any advance pricing agreement) that would affect any amount of Tax payable after the Closing Date and has not made any request for issuance of a ruling from a governmental entity on behalf of the Tidelands or Tidelands Bank (regardless of whether the requested ruling is still pending or withdrawn). (vi) Each of Tidelands and Tidelands Bank 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, shareholder or other third party, and all Tax Returns (including without limitation all Internal Revenue Service (“IRS”) Forms W-2 and 1099) required with respect thereto have been properly completed and timely filed with, and supplied to, the appropriate parties. (vii) Except for any customary agreements with customers, vendors, lenders, lessors or the like entered into in the ordinary course of business, neither Tidelands nor Tidelands Bank is a party to or bound by or has any obligation under any Tax sharing, allocation or indemnification agreement or similar contract or arrangement or any agreement that obligates it to make any payment computed by reference to the Taxes, taxable income or taxable losses of any other Person. (viii) Except for the affiliated group of which Tidelands is the common parent, each of Tidelands and Tidelands Bank is not and has never been a member of an affiliated group of corporations within the meaning of Section 1504 of the Code or any group that has filed a combined, consolidated or unitary Tax Return. Neither Tidelands nor Tidelands Bank is liable for the Taxes of any Person (including an individual, corporation, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union or other entity or governmental entity) other than Tidelands and Tidelands Bank (i) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), (ii) as a transferee or successor, (iii) by contract, or (iv) otherwise. (ix) Neither Tidelands nor Tidelands Bank has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 or Section 361 of the Code. (x) Neither Tidelands nor Tidelands Bank has been a party to a “reportable transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(1) (other than such transactions that have been properly reported) or any other substantially similar transaction requiring disclosure under analogous provisions of state, local or foreign Tax law. (xi) Tidelands has not taken any action not in accordance with past practice that would have the effect of deferring a measure of Tax from a period (or portion thereof) ending on or before the Closing Date to a period (or portion thereof) beginning after the Closing Date. Tidelands has no deferred income or other Tax Liability arising out of any transaction, including, without limitation, any (i) intercompany transaction (as defined in Treasury Regulations Section 1.1502-13), (ii) the disposal of any property in a transaction accounted for under the installment method pursuant to Section 453 of the Code, (iii) excess loss account (as defined in Treasury Regulations Section 1.1502-19) with respect to the stock of any subsidiary of Tidelands, (iv) use of the long-term contract method of accounting, or (v) receipt of any prepaid amount on or before the Closing Date. Neither Tidelands nor Tidelands Bank has made an election under Section 108(i) of the Code (or any corresponding provision of state, local or foreign law). (xii) Tidelands has delivered or made available to United for inspection complete and correct copies of (i) its federal and state income and franchise Tax Returns and reports for the past three (3) taxable periods ended on or after December 31, 2014, and has indicated those Tax Returns that have been audited and those Tax Returns that are currently the subject of an audit, and (ii) all private letter rulings, revenue agent reports, settlement agreements, a description of all deficiency notices and any similar documents submitted by, received by or agreed to by or on behalf of Tidelands, Tidelands Bank, and any predecessor thereof and relating to Taxes for such taxable periods. Tidelands has delivered or made available to United the amount of any net operating loss, net capital loss, unused investment or other credit, unused foreign tax or excess charitable deduction available for use by Tidelands or Tidelands Bank. There is currently no limitation on the use of the Tax attributes of Tidelands and Tidelands Bank under Sections 269, 382, 383, 384 or 1502 of the Code (and similar provisions of state, local or foreign Tax law). (xiii) No closing agreement pursuant to Section 7121 of the Code (or any similar provision of state, local or non-U.S. law) has been entered into by or with respect to the Tidelands or Tidelands Bank.

Tax Returns; Taxes. (ia) Each Except as set forth on Section 4.14(a) of Tidelands and Tidelands Bank has (i) duly and timely filed with the appropriate governmental entity Disclosure Schedule, all Tax Returns required to be filed by it the Company and its Subsidiaries have been timely and properly filed (taking into account any extensions of time to file) with the appropriate Taxing Authority in accordance with all applicable extensions)Laws, and all such Tax Returns are true, correct and complete in all material respects respects. Each of the Company and prepared in compliance with all applicable laws its Subsidiaries has timely and (ii) timely properly paid all material Taxes due and owing (to the appropriate Taxing Authority whether or not shown as due and payable on any Tax Returns)Return, and in the case of Taxes not yet due and payable, the Company has provided adequate accruals in the Balance Sheet or, in the case of Taxes accruing after the date of the Balance Sheet and through the Closing Date, on its books or accounts. Neither Tidelands the Company nor Tidelands Bank any of its Subsidiaries is currently is the beneficiary of any extension of time within which to file any Tax Return. To . (b) There are no Liens, other than Permitted Liens, relating to Taxes existing, threatened or pending with respect to any asset of the knowledge Company or any of Tidelandsits Subsidiaries. (c) The Company and each of its Subsidiaries has timely and properly withheld or collected all material Taxes required to be withheld or collected, and all such Taxes have been timely and properly paid over to the appropriate Taxing Authority. (d) The Company and each of its Subsidiaries has timely filed or provided all information, returns or reports, including Forms 1099 and W-2 (and foreign, state and local equivalents) that are required to have been filed or provided and has accurately reported all information required to be included on such returns or reports. (e) No Tax Return of the Company or any of its Subsidiaries has ever been audited by any Taxing Authority and no such audit has been threatened against or with respect to the Company or any of its Subsidiaries by any Taxing Authority. (f) No written request for information related to Taxes has been received from any Taxing Authority since December 31, 2012, and no claim has ever been made by a governmental entity any Taxing Authority in a jurisdiction where Tidelands and Tidelands Bank do the Company or any of its Subsidiaries does not file Tax Returns that Tidelands or Tidelands Bank it was, is or may be be, subject to taxation by that jurisdiction. Neither Tidelands nor Tidelands Bank has commenced activities in any jurisdiction which will result in an initial filing of a Tax Return with respect to Taxes imposed by a governmental entity that it had not previously been required to file in the immediately preceding taxable period. (iig) The unpaid Taxes of Tidelands All deficiencies proposed or asserted, and Tidelands Bank (A) did notall assessments made have been timely and fully paid to the appropriate Taxing Authority, as of December 31, 2015, exceed the reserve for Tax liabilities (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the balance sheets (rather than in any notes thereto) contained in the Tidelands Financial Statements, which were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Since December 31, 2015, neither Tidelands nor Tidelands Bank has incurred any liability for Taxes outside the ordinary course of business or otherwise inconsistent with past custom and practice. (iii) There there are no liens, charges, restrictions, encumbrances other claims or claims assessments pending or threatened against the Company or any of any kind (collectively, “Liens”) for Taxes upon any property or asset its Subsidiaries in respect of Tidelands or Tidelands Bank, except for Liens for current Taxes the payment of which is not yet delinquent, or for Taxes contested in good faith through appropriate proceedings and reserved against in accordance with GAAP. (iv) There are no deficiencies for Taxes with respect to Tidelands and Tidelands Bank that have been set forth or claimed in writing, or, to the knowledge of Tidelands, proposed or assessed by a governmental entityTaxes. There are no pending, or, to outstanding agreements or waivers extending the knowledge statutory period of Tidelands, proposed or threatened audits, investigations, disputes or claims or other actions for or relating limitation applicable to any Tax Return claim for, or material liability the period for the collection or assessment of, Taxes due from or with respect to Tidelands and Tidelands Bank. No material issues relating to Taxes of Tidelands or Tidelands Bank were raised by the relevant governmental entity in any completed audit or examination that would reasonably be expected to recur in a later taxable period. None of Tidelands, Tidelands Bank Company or any predecessor has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment, deficiency, or collection, or has made any request in writing for any such extension or waiver, that remains in effect. There is not currently in effect any power of attorney authorizing any Person to act on behalf of Tidelands or Tidelands Bank, or receive information relating to Tidelands or Tidelands Bank, with respect to any Tax matterits Subsidiaries. (vh) Neither Tidelands the Company nor Tidelands Bank has requested or received any ruling from any governmental entity, or signed any binding agreement with any governmental entity (including, without limitation, any advance pricing agreement) that would affect any amount of Tax payable after the Closing Date and has not made any request for issuance of a ruling from a governmental entity on behalf of the Tidelands or Tidelands Bank (regardless of whether the requested ruling its Subsidiaries is still pending or withdrawn). (vi) Each of Tidelands and Tidelands Bank 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, shareholder or other third party, and all Tax Returns (including without limitation all Internal Revenue Service (“IRS”) Forms W-2 and 1099) required with respect thereto have been properly completed and timely filed with, and supplied to, the appropriate parties. (vii) Except for any customary agreements with customers, vendors, lenders, lessors or the like entered into in the ordinary course of business, neither Tidelands nor Tidelands Bank is a party to or bound by or has any obligation under any Tax sharing, allocation or indemnification agreement or similar contract or arrangement or any agreement that obligates it to make any payment computed by reference to the Taxes, taxable income or taxable losses of any other Person. (viii) Except for the affiliated group of which Tidelands is the common parent, each of Tidelands and Tidelands Bank is not and has never ever been a member of an affiliated group of corporations (within the meaning of Section 1504 1504(a) of the Code or similar group defined under any group that has filed a combinedsimilar provision of foreign, state or local Law), consolidated group, combined group or unitary Tax Return. Neither Tidelands group for any taxable period, and neither the Company nor Tidelands Bank is liable any of its Subsidiaries has any liability or obligation for the Taxes of any other Person (including an individual, corporation, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union or other entity or governmental entity) other than Tidelands and Tidelands Bank (i) under Treasury Regulations Section 1.1502-6 (or any similar provision of stateany foreign, state or local or foreign lawLaw), (ii) as a transferee or successor, by agreement or otherwise, in each case, other than any group of which the Company or one of its Subsidiaries is or has been the parent. (i) Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any period or portion thereof ending after the Closing Date (i) under Section 481 of the Code (or any similar provision of any foreign, state or local Law) as a result of change in method of accounting for a Pre-Closing Period, (ii) pursuant to the provisions of any agreement entered into with any Taxing Authority or pursuant to a “closing agreement” as defined in Section 7121 of the Code (or any similar provision of any foreign, state or local Law) executed on or prior to the Closing Date, (iii) by contract, or (iv) otherwise. (ix) Neither Tidelands nor Tidelands Bank has constituted either as a “distributing corporation” or a “controlled corporation” in a distribution result of stock intended to qualify for tax-free treatment under Section 355 or Section 361 of the Code. (x) Neither Tidelands nor Tidelands Bank has been a party to a “reportable transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(1) (other than such any intercompany transactions that have been properly reported) or any other substantially similar transaction requiring disclosure under analogous provisions of state, local or foreign Tax law. (xi) Tidelands has not taken any action not in accordance with past practice that would have the effect of deferring a measure of Tax from a period (or portion thereof) ending on or before the Closing Date to a period (or portion thereof) beginning after the Closing Date. Tidelands has no deferred income or other Tax Liability arising out of any transaction, including, without limitation, any (i) intercompany transaction (as defined excess loss account described in Treasury Regulations Section 1.1502-13), 19 (ii) the disposal or any similar provision of any property in a transaction accounted for under the installment method pursuant to Section 453 of the Codeforeign, (iii) excess loss account (as defined in Treasury Regulations Section 1.1502-19) with respect to the stock of any subsidiary of Tidelandsstate or local Law), (iv) use as a result of the long-term contract installment method of accounting, the completed contract method of accounting or the cash method of accounting with respect to a transaction that occurred prior to the Closing Date, (v) receipt as a result of any prepaid amount received on or before prior to the Closing Date. Neither Tidelands nor Tidelands Bank has made an , (vi) as a result of any election under Section 108(i) of the Code (or any corresponding similar provision of stateany foreign, state or local Law) with respect to the discharge of any indebtedness on or foreign law)prior to the Closing Date, (vii) as a result of amounts earned on or before the Closing Date pursuant to Section 951 of the Code, or (viii) as a result of any debt instrument held prior to the Closing that was acquired with “original issue discount” as defined in Section 1273(a) of the Code or subject to the rules set forth in Section 1276 of the Code. (xiij) Tidelands Neither the Company nor any of its Subsidiaries is a party to any Tax sharing, allocation or indemnity agreement, arrangement or similar contract. (k) Neither the Company nor any of its Subsidiaries has delivered distributed the stock of another Person, or made available has not had its stock distributed by another Person, in a transaction that was purported or intended to United for inspection complete and correct copies of (i) its federal and state income and franchise Tax Returns and reports for the past three (3) taxable periods ended on be governed in whole or after December 31, 2014, and has indicated those Tax Returns that have been audited and those Tax Returns that are currently the subject of an audit, and (ii) all private letter rulings, revenue agent reports, settlement agreements, a description of all deficiency notices and any similar documents submitted by, received in part by Sections 355 or agreed to by or on behalf of Tidelands, Tidelands Bank, and any predecessor thereof and relating to Taxes for such taxable periods. Tidelands has delivered or made available to United the amount of any net operating loss, net capital loss, unused investment or other credit, unused foreign tax or excess charitable deduction available for use by Tidelands or Tidelands Bank. There is currently no limitation on the use 361 of the Tax attributes Code. (l) The Company has not been a United States real property holding corporation within the meaning of Tidelands and Tidelands Bank under Sections 269, 382, 383, 384 or 1502 Section 897(c)(2) of the Code (and similar provisions during the applicable period specified in Section 897(c)(1)(A)(ii) of state, local or foreign Tax law)the Code. (xiiim) No closing Neither the Company nor any of its Subsidiaries has, nor has it ever had, a “permanent establishment” in any country, as such term is defined in any applicable Tax treaty or convention, nor has it otherwise taken steps that have exposed, or will expose, it to the taxing jurisdiction of any country, other than the country under which the Company or such Subsidiary is legally formed. (n) Neither the Company nor any of its Subsidiaries is the beneficiary of any Tax incentive, Tax rebate, Tax holiday or similar arrangement or agreement pursuant with any Governmental Entity. (o) The Company and each of its Subsidiaries computes its taxable income using the accrual method of accounting. (p) Other than as set forth on Section 4.14(p) of the Disclosure Schedules, the Company will not, as a result of the transactions contemplated by this Agreement, be obligated to make a payment to an individual or individuals that would be nondeductible by reason of Section 7121 280G or Section 4999 of the Code (or any similar provision of state, local or nonforeign Law). (q) Neither the Company nor any Subsidiary is, or has ever been, a party to, or a promoter of, a “reportable transaction” or a “listed transaction” within the meaning of Section 6707A of the Code and Treasury Regulations Section 1.6011-U.S. law) has been entered into by 4 (or with respect to the Tidelands or Tidelands Bankany predecessor provision).

Tax Returns; Taxes. (i) Except as set forth on Schedule 5.27: a. Each of Tidelands the Company, Castle Creek OpCo and Tidelands Bank each of their respective Subsidiaries has (i) duly and timely filed with the appropriate governmental entity (taking into account any valid and effective extensions thereof) all income Tax Returns and all other material Tax Returns required to be filed by it (taking into account any applicable extensions)it, and all such Tax Returns are true, correct and complete in all material respects respects. b. Each of the Company, Castle Creek OpCo and prepared in compliance with all applicable laws and (ii) each other Subsidiary of the Company has timely paid and discharged all material Taxes due and owing (whether or not shown due on any Tax ReturnsReturn), and each of the Company, Castle Creek OpCo and each other Subsidiary of the Company has withheld, collected and paid over to the appropriate Tax authorities or is properly holding for such payment all material Taxes required by applicable Law to be withheld or collected by the Company, Castle Creek OpCo or such Subsidiary, as the case may be, including any material Taxes required to be withheld, collected and/or paid over from amounts paid or owed to any employees, independent contractors, equity holders, creditors or other third parties. Each of the Company, Castle Creek OpCo and each other Subsidiary of the Company has made adequate reserves in accordance with GAAP for any Taxes not yet due and owing. c. No Tax audits or administrative or judicial Tax proceedings are pending, being conducted or, to the Knowledge of the Company, have been threatened with respect to the Company, Castle Creek OpCo or any other Subsidiary of the Company. No deficiency for any Taxes has been assessed in writing by a Governmental Authority against the Company, Castle Creek OpCo or any other Subsidiary of the Company, which deficiency has not been settled and paid in full. Neither Tidelands the Company, Castle Creek OpCo nor Tidelands Bank currently is any other Subsidiary of the beneficiary of Company has received from any extension of time within which to file any Tax Return. To Governmental Authority (including from jurisdictions where the knowledge of Tidelands, no claim has ever been made by a governmental entity in a jurisdiction where Tidelands and Tidelands Bank do Company or Castle Creek OpCo does not file Tax Returns that Tidelands Returns) any (i) written notice indicating an intent to open an audit or Tidelands Bank is other review related to Tax matters or may be subject to taxation by that jurisdiction. Neither Tidelands nor Tidelands Bank has commenced activities in any jurisdiction which will result in an initial filing of a Tax Return with respect to Taxes imposed by a governmental entity that it had not previously been required to file in the immediately preceding taxable period. (ii) The unpaid written notice of deficiency or proposed adjustment for any amount of Tax. No waiver of, or agreement to extend, any statute of limitations period in respect of any Tax or Tax Return of the Company, Castle Creek OpCo or any other Subsidiary of the Company has been provided or otherwise agreed to or effectuated that has not as of yet expired. d. There are no Liens for Taxes (other than Permitted Liens) on any properties or assets of the Company, Castle Creek OpCo, any other Subsidiary of the Company or the Business. e. There are no Tax sharing, allocation, indemnification or similar Contracts (other than any such Contract entered into in the ordinary course of the Business that may contain a Tax sharing, allocation, indemnification or a similar provision that, in the context of such Contract, is not material) under which the Company, Castle Creek OpCo or any other Subsidiary of the Company would reasonably be expected to be liable for any Taxes of Tidelands any Person, and Tidelands Bank neither the Company, Castle Creek OpCo nor any other Subsidiary of the Company is liable for any material Taxes of any other Person as a transferee or successor, by operation of Law or by terms of Contract (Aexcept, in the case of a Contract, as otherwise expressly contemplated in this Section 5.27(e)). f. The Taxes of Castle Creek OpCo that have accrued in accordance with GAAP but that have not yet been paid (i) did not, as of December 31the date of the Latest Balance Sheet, 2015, materially exceed the reserve for Tax liabilities Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the balance sheets Latest Balance Sheet (rather than in any notes thereto) contained in and (ii) are not reasonably expected to materially exceed that reserve as adjusted for the Tidelands Financial Statements, which were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Since December 31, 2015, neither Tidelands nor Tidelands Bank has incurred any liability for Taxes outside passage of time through the ordinary course of business or otherwise inconsistent with past custom and practicedate hereof. (iii) There are no liens, charges, restrictions, encumbrances or claims of any kind (collectively, “Liens”) for Taxes upon any property or asset of Tidelands or Tidelands Bank, except for Liens for current Taxes the payment of which is not yet delinquent, or for Taxes contested in good faith through appropriate proceedings and reserved against in accordance with GAAP. (iv) There are no deficiencies for Taxes with respect to Tidelands and Tidelands Bank that have been set forth or claimed in writing, or, to the knowledge of Tidelands, proposed or assessed by a governmental entity. There are no pending, or, to the knowledge of Tidelands, proposed or threatened audits, investigations, disputes or claims or other actions for or relating to any Tax Return or material liability for Taxes with respect to Tidelands and Tidelands Bank. No material issues relating to Taxes of Tidelands or Tidelands Bank were raised by the relevant governmental entity in any completed audit or examination that would reasonably be expected to recur in a later taxable period. None of Tidelands, Tidelands Bank or any predecessor has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment, deficiency, or collection, or has made any request in writing for any such extension or waiver, that remains in effect. There is not currently in effect any power of attorney authorizing any Person to act on behalf of Tidelands or Tidelands Bank, or receive information relating to Tidelands or Tidelands Bank, with respect to any Tax matter. (v) Neither Tidelands nor Tidelands Bank has requested or received any ruling from any governmental entity, or signed any binding agreement with any governmental entity (including, without limitation, any advance pricing agreement) that would affect any amount of Tax payable after the Closing Date and has not made any request for issuance of a ruling from a governmental entity on behalf of the Tidelands or Tidelands Bank (regardless of whether the requested ruling is still pending or withdrawn). (vi) Each of Tidelands and Tidelands Bank 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, shareholder or other third party, and all Tax Returns (including without limitation all Internal Revenue Service (“IRS”) Forms W-2 and 1099) required with respect thereto have been properly completed and timely filed with, and supplied to, the appropriate parties. (vii) Except for any customary agreements with customers, vendors, lenders, lessors or the like entered into in the ordinary course of business, neither Tidelands nor Tidelands Bank is a party to or bound by or has any obligation under any Tax sharing, allocation or indemnification agreement or similar contract or arrangement or any agreement that obligates it to make any payment computed by reference to the Taxes, taxable income or taxable losses of any other Person. (viii) Except for the affiliated group of which Tidelands is the common parent, each of Tidelands and Tidelands Bank is not and g. The Company has never been (and has no reason to believe that it will be) a member of an affiliated group of corporations “United States real property holding corporation” within the meaning of Code Section 1504 of 897(c)(2) during the applicable period specified in Code or any group that has filed a combined, consolidated or unitary Tax Return. Neither Tidelands nor Tidelands Bank is liable for the Taxes of any Person (including an individual, corporation, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union or other entity or governmental entity) other than Tidelands and Tidelands Bank (i) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), (ii) as a transferee or successor, (iii) by contract, or (iv) otherwise. (ix) Neither Tidelands nor Tidelands Bank has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 or Section 361 of the Code. (x) Neither Tidelands nor Tidelands Bank has been a party to a “reportable transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(1) (other than such transactions that have been properly reported) or any other substantially similar transaction requiring disclosure under analogous provisions of state, local or foreign Tax law. (xi) Tidelands has not taken any action not in accordance with past practice that would have the effect of deferring a measure of Tax from a period (or portion thereof) ending on or before the Closing Date to a period (or portion thereof) beginning after the Closing Date. Tidelands has no deferred income or other Tax Liability arising out of any transaction, including, without limitation, any (i) intercompany transaction (as defined in Treasury Regulations Section 1.1502-13), (ii) the disposal of any property in a transaction accounted for under the installment method pursuant to Section 453 of the Code, (iii) excess loss account (as defined in Treasury Regulations Section 1.1502-19) with respect to the stock of any subsidiary of Tidelands, (iv) use of the long-term contract method of accounting, or (v) receipt of any prepaid amount on or before the Closing Date. Neither Tidelands nor Tidelands Bank has made an election under Section 108(i) of the Code (or any corresponding provision of state, local or foreign law897(c)(1)(A)(ii). (xii) Tidelands has delivered or made available to United for inspection complete and correct copies of (i) its federal and state income and franchise Tax Returns and reports for the past three (3) taxable periods ended on or after December 31, 2014, and has indicated those Tax Returns that have been audited and those Tax Returns that are currently the subject of an audit, and (ii) all private letter rulings, revenue agent reports, settlement agreements, a description of all deficiency notices and any similar documents submitted by, received by or agreed to by or on behalf of Tidelands, Tidelands Bank, and any predecessor thereof and relating to Taxes for such taxable periods. Tidelands has delivered or made available to United the amount of any net operating loss, net capital loss, unused investment or other credit, unused foreign tax or excess charitable deduction available for use by Tidelands or Tidelands Bank. There is currently no limitation on the use of the Tax attributes of Tidelands and Tidelands Bank under Sections 269, 382, 383, 384 or 1502 of the Code (and similar provisions of state, local or foreign Tax law). (xiii) No closing agreement pursuant to Section 7121 of the Code (or any similar provision of state, local or non-U.S. law) has been entered into by or with respect to the Tidelands or Tidelands Bank.

Tax Returns; Taxes. Except as set forth in Section 4.15 of the Seller Disclosure Schedule: (ia) Each of Tidelands and Tidelands Bank has (i) duly and timely filed with the appropriate governmental entity all All Tax Returns required to be have been filed by it (taking into account any applicable extensions), Sellers and all such Tax Returns the International Subsidiaries have been duly filed and are true, correct and complete in all material respects respects, and prepared no material fact has been omitted therefrom. No extension of time in compliance with all applicable laws and which to file any such Tax Returns is in effect. (iib) timely paid all All Taxes due and owing payable by Sellers and the International Subsidiaries (whether or not shown due on any Tax Returns). Neither Tidelands nor Tidelands Bank currently is Return) have been paid in full when due and payable and to the beneficiary of any extension of time within which to file extent that any Tax Returnis not yet due and payable, such Taxes have been accrued as Liabilities for Taxes on the books and records of Sellers or the International Subsidiaries, as applicable. To the knowledge of Tidelands, no claim has ever been made by a governmental entity in a jurisdiction where Tidelands The accruals and Tidelands Bank do not file Tax Returns that Tidelands or Tidelands Bank is or may be subject to taxation by that jurisdiction. Neither Tidelands nor Tidelands Bank has commenced activities in any jurisdiction which will result in an initial filing of a Tax Return reserves with respect to Taxes imposed by a governmental entity that it had not previously been required to file in the immediately preceding taxable period. (ii) The unpaid Taxes of Tidelands and Tidelands Bank (A) did not, as of December 31, 2015, exceed the reserve for Tax liabilities (excluding other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face Most Recent Balance Sheet are adequate to cover all Taxes of the balance sheets Sellers and International Subsidiaries accruing or payable with respect to Tax Periods (rather than or portions thereof) ending on or before the date of the Most Recent Balance Sheet. All Taxes of the Sellers and International Subsidiaries attributable to Tax Periods (or portions thereof) commencing after the date of the Most Recent Balance Sheet have arisen in any notes thereto) contained in the Tidelands Financial Statements, which were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Since December 31, 2015, neither Tidelands nor Tidelands Bank has incurred any liability for Taxes outside the ordinary course of business or otherwise inconsistent with past custom and practicebusiness. (iiic) There are No claims have been asserted, no liens, charges, restrictions, encumbrances Taxes have been assessed and no proposals or claims of any kind (collectively, “Liens”) for Taxes upon any property or asset of Tidelands or Tidelands Bank, except for Liens for current Taxes the payment of which is not yet delinquent, or for Taxes contested in good faith through appropriate proceedings and reserved against in accordance with GAAP. (iv) There are no deficiencies for any amount of Taxes with respect to Tidelands and Tidelands Bank that have been set forth of the Sellers or claimed in writingInternational Subsidiaries are being asserted, proposed or, to the knowledge Knowledge of TidelandsSellers, proposed threatened, and no audit or assessed by a governmental entity. There are no pendinginvestigation of any Tax Return of Sellers or International Subsidiaries has occurred in the last five (5) years or is currently underway, pending or, to the knowledge Knowledge of TidelandsSellers, proposed or threatened audits, investigations, disputes or claims or other actions for or relating to any Tax Return or material liability for Taxes with respect to Tidelands and Tidelands Bank. No material issues relating to Taxes of Tidelands or Tidelands Bank were raised by the relevant governmental entity in any completed audit or examination that would reasonably be expected to recur in a later taxable period. None of Tidelands, Tidelands Bank or any predecessor has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment, deficiency, or collection, or has made any request in writing for any such extension or waiver, that remains in effect. There is not currently in effect any power of attorney authorizing any Person to act on behalf of Tidelands or Tidelands Bank, or receive information relating to Tidelands or Tidelands Bank, with respect to any Tax matterthreatened. (vd) Neither Tidelands nor Tidelands Bank Since January 1, 2005, no claim has requested been made against Sellers or received the International Subsidiaries by any ruling from any governmental entity, Governmental Body in a jurisdiction where Sellers or signed any binding agreement with any governmental entity (including, without limitation, any advance pricing agreement) the International Subsidiaries do not file Tax Returns that would affect any amount of Tax payable after the Closing Date and has not made any request for issuance of a ruling from a governmental entity on behalf of the Tidelands Sellers are or Tidelands Bank (regardless of whether the requested ruling is still pending or withdrawn)may be subject to taxation in such jurisdiction. (vie) Each of Tidelands The Sellers and Tidelands Bank has International Subsidiaries have withheld and paid all Taxes required to have been withheld and paid by them to the appropriate Government Body in connection with amounts paid or owing to any employee, independent contractor, creditor, creditor or shareholder thereof or other third party, and all Tax Returns (including without limitation all Internal Revenue Service (“IRS”) Forms W-2 and 1099) required with respect thereto have been properly completed and timely filed with, and supplied to, the appropriate parties. (viif) Except There are no Encumbrances for Taxes with respect to Sellers, the International Subsidiaries or their respective assets, nor is there any customary agreements with customerssuch Encumbrance that is pending or, vendorsto the Knowledge of Sellers, lenders, lessors threatened other than Permitted Encumbrances. (g) None of the Sellers or the like International Subsidiaries has executed or filed with any Governmental Body any agreement or waiver extending the period for assessment, reassessment or collection of any Taxes. No Seller or International Subsidiary has made an election, nor is any Seller or International Subsidiary required, to treat any Purchased Asset as owned by another Person or as tax-exempt bond financed property or tax-exempt use property within the meaning of Section 168 of the Code or under any comparable provision of state or local Tax law. (h) None of the Sellers or International Subsidiaries has any liability for Taxes of any other Person as a transferee or successor, by law or by contract other than any contract (i) that does not generally address tax sharing, tax indemnities or tax allocation and (ii) was entered into in the ordinary course of business, neither Tidelands nor Tidelands Bank is a party business or pursuant to or bound by or has any obligation under any Tax sharing, allocation or indemnification agreement or similar contract or arrangement or any agreement that obligates it to make any payment computed by reference to the Taxes, taxable income or taxable losses of any other Personcommercial lending arrangements. (viiii) Except for the affiliated group No Seller and no direct or indirect subsidiary of which Tidelands any Seller is the common parent, each of Tidelands and Tidelands Bank is not and or has never been a member of an affiliated group of corporations United States real property holding company within the meaning of Code Section 1504 of 897(c)(2) during the period specified in Code or any group that has filed a combined, consolidated or unitary Tax Return. Neither Tidelands nor Tidelands Bank is liable for the Taxes of any Person (including an individual, corporation, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union or other entity or governmental entity) other than Tidelands and Tidelands Bank (i) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), (ii) as a transferee or successor, (iii) by contract, or (iv) otherwise. (ix) Neither Tidelands nor Tidelands Bank has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 or Section 361 of the Code. (x) Neither Tidelands nor Tidelands Bank has been a party to a “reportable transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(1) (other than such transactions that have been properly reported) or any other substantially similar transaction requiring disclosure under analogous provisions of state, local or foreign Tax law. (xi) Tidelands has not taken any action not in accordance with past practice that would have the effect of deferring a measure of Tax from a period (or portion thereof) ending on or before the Closing Date to a period (or portion thereof) beginning after the Closing Date. Tidelands has no deferred income or other Tax Liability arising out of any transaction, including, without limitation, any (i) intercompany transaction (as defined in Treasury Regulations Section 1.1502-13), (ii) the disposal of any property in a transaction accounted for under the installment method pursuant to Section 453 of the Code, (iii) excess loss account (as defined in Treasury Regulations Section 1.1502-19) with respect to the stock of any subsidiary of Tidelands, (iv) use of the long-term contract method of accounting, or (v) receipt of any prepaid amount on or before the Closing Date. Neither Tidelands nor Tidelands Bank has made an election under Section 108(i) of the Code (or any corresponding provision of state, local or foreign law897(c)(1)(A)(ii). (xiij) Tidelands To the Sellers’ Knowledge, each of the Sellers and the International Subsidiaries has delivered or made available duly and timely collected all amounts of Taxes required by Law to United for inspection complete and correct copies of (i) its federal and state income and franchise Tax Returns and reports for the past three (3) taxable periods ended on or after December 31, 2014, be collected by it and has indicated those Tax Returns that have been audited duly and those Tax Returns that are currently the subject of an audit, and (ii) all private letter rulings, revenue agent reports, settlement agreements, a description of all deficiency notices and any similar documents submitted by, received by or agreed to by or on behalf of Tidelands, Tidelands Bank, and any predecessor thereof and relating to Taxes for such taxable periods. Tidelands has delivered or made available to United the amount of any net operating loss, net capital loss, unused investment or other credit, unused foreign tax or excess charitable deduction available for use by Tidelands or Tidelands Bank. There is currently no limitation on the use of the Tax attributes of Tidelands and Tidelands Bank under Sections 269, 382, 383, 384 or 1502 of the Code (and similar provisions of state, local or foreign Tax law). (xiii) No closing agreement pursuant to Section 7121 of the Code (or any similar provision of state, local or non-U.S. law) has been entered into by or with respect timely remitted to the Tidelands or Tidelands Bankappropriate taxing authority any such amounts required by Law to be remitted by it.

Tax Returns; Taxes. (ia) Each of Tidelands and Tidelands Bank has (i) duly and timely filed with the appropriate governmental entity all All Tax Returns required due to be have been filed by it the Seller through the date hereof in accordance with all applicable Laws (taking into account any applicable extensions), pursuant to an extension of time or otherwise) have been duly filed and all such Tax Returns are true, correct and complete in all material respects respects. (b) All Taxes (including all installments on account thereof), deposits and prepared in compliance with all applicable laws and (ii) timely paid all Taxes other payments that are due and owing payable (whether or not shown due on any Tax Returns). Neither Tidelands nor Tidelands Bank Return) have been paid in full on a timely basis or are accrued as liabilities for Taxes in the 2009 Financial Statements. (c) The amounts so paid, together with all amounts accrued as liabilities for Taxes (including Taxes accrued as currently is payable but excluding any accrual to reflect timing differences between book and tax income) on the beneficiary books of the Seller, shall be adequate based on the tax rates and applicable Laws in effect to satisfy all liabilities for Taxes of the Seller in any jurisdiction through the Closing Date, including Taxes accruable upon income earned through the Closing Date. (d) There are not now any extensions of time in effect with respect to the dates on which any Tax Returns were or are due to be filed by the Seller. (e) All Tax deficiencies asserted as a result of any extension examination by a Governmental Entity of time within which a Tax Return of the Seller have been paid in full, accrued on the books of the Seller or finally settled, and no issue has been raised in any such examination that, by application of the same or similar principles, reasonably could be expected to file result in a proposed Tax deficiency for any other period not so examined. (f) No claims have been asserted and no proposals or deficiencies for any Taxes of the Seller are being asserted, proposed or, to the Knowledge of the Seller and the Shareholder Parties, threatened, and no audit or investigation of any Tax Return. To Return of the knowledge of TidelandsSeller is currently underway, no pending or threatened. (g) No claim has ever been made against the Seller by a governmental entity any Governmental Entity in a jurisdiction where Tidelands and Tidelands Bank do the Seller does not file Tax Returns that Tidelands or Tidelands Bank the Seller is or may be subject to taxation by that in such jurisdiction. Neither Tidelands nor Tidelands Bank has commenced activities in any jurisdiction which will result in an initial filing of a Tax Return with respect to Taxes imposed by a governmental entity that it had not previously been required to file in the immediately preceding taxable period. (iih) The unpaid Taxes of Tidelands Seller has duly and Tidelands Bank (A) did not, as of December 31, 2015, exceed the reserve for Tax liabilities (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the balance sheets (rather than in any notes thereto) contained in the Tidelands Financial Statements, which were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Since December 31, 2015, neither Tidelands nor Tidelands Bank has incurred any liability for Taxes outside the ordinary course of business timely withheld or otherwise inconsistent with past custom and practice. (iii) There are no liens, charges, restrictions, encumbrances or claims of any kind (collectively, “Liens”) for Taxes upon any property or asset of Tidelands or Tidelands Bank, except for Liens for current Taxes the payment of which is not yet delinquent, or for Taxes contested in good faith through appropriate proceedings and reserved against in accordance with GAAP. (iv) There are no deficiencies for Taxes with respect to Tidelands and Tidelands Bank that have been set forth or claimed in writing, or, to the knowledge of Tidelands, proposed or assessed by a governmental entity. There are no pending, or, to the knowledge of Tidelands, proposed or threatened audits, investigations, disputes or claims or other actions for or relating to any Tax Return or material liability for Taxes with respect to Tidelands and Tidelands Bank. No material issues relating to Taxes of Tidelands or Tidelands Bank were raised by the relevant governmental entity in any completed audit or examination that would reasonably be expected to recur in a later taxable period. None of Tidelands, Tidelands Bank or any predecessor has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment, deficiency, or collection, or has made any request in writing for any such extension or waiver, that remains in effect. There is not currently in effect any power of attorney authorizing any Person to act on behalf of Tidelands or Tidelands Bank, or receive information relating to Tidelands or Tidelands Bank, with respect to any Tax matter. (v) Neither Tidelands nor Tidelands Bank has requested or received any ruling from any governmental entity, or signed any binding agreement with any governmental entity (including, without limitation, any advance pricing agreement) that would affect any amount of Tax payable after the Closing Date and has not made any request for issuance of a ruling from a governmental entity on behalf of the Tidelands or Tidelands Bank (regardless of whether the requested ruling is still pending or withdrawn). (vi) Each of Tidelands and Tidelands Bank has withheld collected and paid all Taxes required to have been withheld and paid or collected by it in connection with amounts paid or owing to any employee, director, independent contractor, creditor, shareholder creditor or equity holder thereof or other third party, party and all Tax Returns (including without limitation all Internal Revenue Service (“IRS”) Forms W-2 and 1099) required with respect thereto have been properly completed has duly and timely filed with, and supplied to, remitted such amounts to the appropriate partiesGovernment Entity as required by applicable Laws. (viii) Except There are no outstanding waivers or agreements between any Governmental Entity and the Seller for the extension of time for the assessment of any customary agreements Taxes or deficiency thereof, nor are there any requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by the Seller or any other matter pending between the Seller and any Governmental Entity. (j) There are no Liens for Taxes with customers, vendors, lenders, lessors respect to the Seller or the like entered into in assets or properties of the ordinary course Seller, nor is there any such Lien that is pending or, to the Knowledge of businessthe Seller, neither Tidelands nor Tidelands Bank threatened. (k) The Seller is not a party to or bound by or has any obligation under any Tax sharing, allocation or indemnification agreement sharing agreement. (l) The Seller will not be required to include any item of income in, or similar contract or arrangement or exclude any agreement that obligates it to make any payment computed by reference to the Taxesitem of deduction from, taxable income or taxable losses of for any other Person. (viii) Except for the affiliated group of which Tidelands is the common parent, each of Tidelands and Tidelands Bank is not and has never been a member of an affiliated group of corporations within the meaning of Section 1504 of the Code or any group that has filed a combined, consolidated or unitary Tax Return. Neither Tidelands nor Tidelands Bank is liable for the Taxes of any Person (including an individual, corporation, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union or other entity or governmental entity) other than Tidelands and Tidelands Bank (i) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), (ii) as a transferee or successor, (iii) by contract, or (iv) otherwise. (ix) Neither Tidelands nor Tidelands Bank has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 or Section 361 of the Code. (x) Neither Tidelands nor Tidelands Bank has been a party to a “reportable transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(1) (other than such transactions that have been properly reported) or any other substantially similar transaction requiring disclosure under analogous provisions of state, local or foreign Tax law. (xi) Tidelands has not taken any action not in accordance with past practice that would have the effect of deferring a measure of Tax from a period (or portion thereof) ending on or before after the Closing Date to as a period (or portion thereof) beginning after the Closing Date. Tidelands has no deferred income or other Tax Liability arising out result of any transaction, including, without limitation, any (i) intercompany transaction (as defined change in Treasury Regulations Section 1.1502-13), method of accounting for a Tax period ending on or prior to the Closing Date; (ii) installment sale or open transaction disposition made on or prior to the disposal of any property in a transaction accounted for under the installment method pursuant to Section 453 of the Code, Closing Date; or (iii) excess loss account (as defined in Treasury Regulations Section 1.1502-19) with respect to the stock of any subsidiary of Tidelands, (iv) use of the long-term contract method of accounting, or (v) receipt of any prepaid amount received on or before prior to the Closing Date. Neither Tidelands nor Tidelands Bank has made an election . (m) The Seller is not a non-resident of Canada under Section 108(i) of the Code Income Tax Act (or any corresponding provision of state, local or foreign lawCanada). (xiin) Tidelands has delivered The Seller is registered for purposes of the Excise Tax Act (Canada) and its GST registration number is 871658183RT0001. Following the Closing, the Purchaser will have ownership, possession or made available to United for inspection complete and correct copies use of (i) its federal and state income and franchise Tax Returns and reports all or substantially all of the property that can reasonably be regarded as being necessary for the past three (3) taxable periods ended on or after December 31, 2014, and has indicated those Tax Returns that have been audited and those Tax Returns that are currently the subject of an audit, and (ii) all private letter rulings, revenue agent reports, settlement agreements, a description of all deficiency notices and any similar documents submitted by, received by or agreed Purchaser to by or on behalf of Tidelands, Tidelands Bank, and any predecessor thereof and relating be able to Taxes for such taxable periods. Tidelands has delivered or made available to United the amount of any net operating loss, net capital loss, unused investment or other credit, unused foreign tax or excess charitable deduction available for use by Tidelands or Tidelands Bank. There is currently no limitation carry on the use Business for the purposes of the Excise Tax attributes of Tidelands and Tidelands Bank under Sections 269, 382, 383, 384 or 1502 of the Code Act (and similar provisions of state, local or foreign Tax lawCanada). (xiii) No closing agreement pursuant to Section 7121 of the Code (or any similar provision of state, local or non-U.S. law) has been entered into by or with respect to the Tidelands or Tidelands Bank.

Tax Returns; Taxes. (i) Each of Tidelands AEB and Tidelands the Bank has (i) duly and timely filed with the appropriate governmental entity all Tax Returns required to be filed by it (taking into account any applicable extensions), and all such Tax Returns are true, correct and complete in all material respects and prepared in compliance with all applicable laws and (ii) timely paid all Taxes due and owing (whether or not shown due on any Tax Returns). Neither Tidelands AEB nor Tidelands the Bank currently is the beneficiary of any extension of time within which to file any Tax Return. To the knowledge of Tidelands, no No claim has ever been made by a governmental entity in a jurisdiction where Tidelands AEB and Tidelands the Bank do not file Tax Returns that Tidelands AEB or Tidelands the Bank is or may be subject to taxation by that jurisdiction. Neither Tidelands nor Tidelands Bank has commenced activities in any jurisdiction which will result in an initial filing of a Tax Return with respect to Taxes imposed by a governmental entity that it had not previously been required to file in the immediately preceding taxable period. (ii) The unpaid Taxes of Tidelands AEB and Tidelands the Bank (A) did not, as of December 31, 20152014, exceed the reserve for Tax liabilities (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the balance sheets (rather than in any notes thereto) contained in the Tidelands AEB Financial Statements, which were prepared in accordance with U.S. generally accepted accounting principles GAAP and (“GAAP”)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 AEB and the Bank in filing their tax returns. Since December 31, 20152014, neither Tidelands AEB nor Tidelands the Bank has incurred any liability for Taxes outside the ordinary course of business or otherwise inconsistent with past custom and practice. (iii) There are no liens, charges, restrictions, encumbrances or claims of any kind (collectively, “Liens”) for Taxes upon any property or asset of Tidelands AEB or Tidelands the Bank, except for Liens for current Taxes the payment of which is not yet delinquent, or for Taxes contested in good faith through appropriate proceedings and reserved against in accordance with GAAP. (iv) There are no deficiencies for Taxes with respect to Tidelands AEB and Tidelands the Bank that have been set forth or claimed in writing, or proposed or assessed by a governmental entity with respect to any Taxes due by, Tax Returns of, or any of the assets or properties of AEB or the Bank. There are no pending, proposed or, to the knowledge of TidelandsAEB, proposed or assessed by a governmental entity. There are no pending, or, to the knowledge of Tidelands, proposed or threatened audits, investigations, disputes or claims or other actions for or relating to any Tax Return or material liability for Taxes with respect to Tidelands AEB and Tidelands the Bank. No material issues relating to Taxes of Tidelands AEB or Tidelands the Bank were raised by the relevant governmental entity in any completed audit or examination that would reasonably be expected to recur in a later taxable period. None of TidelandsAEB, Tidelands the Bank or any predecessor has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment, deficiency, or collection, or has made any request in writing for any such extension or waiver, that remains in effect. There Except as set forth in Section 3.2(f)(iv) of the Disclosure Memorandum, there is not currently in effect any power of attorney authorizing any Person to act on behalf of Tidelands AEB or Tidelands the Bank, or receive information relating to Tidelands AEB or Tidelands the Bank, with respect to any Tax matter. (v) Neither Tidelands AEB nor Tidelands the Bank has requested or received any ruling from any governmental entity, or signed any binding agreement with any governmental entity (including, without limitation, any advance pricing agreement) that would affect any amount of Tax payable after the Closing Date and has not made any request for issuance of a ruling from a governmental entity on behalf of the Tidelands AEB or Tidelands the Bank (regardless of whether the requested ruling is still pending or withdrawn). (vi) Each of Tidelands AEB and Tidelands the Bank 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, shareholder or other third party, and all Tax Returns (including without limitation all Internal Revenue Service (“IRS”) IRS Forms W-2 and 1099) required with respect thereto have been properly completed and timely filed with, and supplied to, the appropriate parties. (vii) Except for any customary agreements with customers, vendors, lenders, lessors or the like entered into in the ordinary course of business, neither Tidelands AEB nor Tidelands the Bank is a party to or bound by or has any obligation under any Tax sharing, allocation or indemnification agreement or similar contract or arrangement or any agreement that obligates it to make any payment computed by reference to the Taxes, taxable income or taxable losses of any other Person. (viii) Except for the affiliated group of which Tidelands AEB is the common parent, each of Tidelands AEB and Tidelands the Bank is not and has never been a member of an affiliated group of corporations within the meaning of Section 1504 of the Code or any group that has filed a combined, consolidated or unitary Tax Return. Neither Tidelands AEB nor Tidelands the Bank is liable for the Taxes of any Person (including an individual, corporation, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union or other entity or governmental entity) other than Tidelands AEB and Tidelands the Bank (i) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), (ii) as a transferee or successor, (iii) by contract, or (iv) otherwise. (ix) Neither Tidelands AEB nor Tidelands the Bank has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 or Section 361 of the Code. (x) Neither Tidelands AEB nor Tidelands the Bank has taken any action, failed to take any action, or knows of any fact that would be reasonably expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. (xi) Neither AEB nor the Bank has been a party to a “reportable transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(1) (other than such transactions that have been properly reported) or any other substantially similar transaction requiring disclosure under analogous provisions of state, local or foreign Tax law. (xixii) Tidelands AEB has not taken any action not in accordance with past practice that would have the effect of deferring a measure of Tax from a period (or portion thereof) ending on or before the Closing Date to a period (or portion thereof) beginning after the Closing Date. Tidelands AEB has no deferred income or other Tax Liability arising out of any transaction, including, without limitation, any (i) intercompany transaction (as defined in Treasury Regulations Section 1.1502-13), (ii) the disposal of any property in a transaction accounted for under the installment method pursuant to Section 453 of the Code, (iii) excess loss account (as defined in Treasury Regulations Section 1.1502-19) with respect to the stock of any subsidiary of TidelandsAEB, (iv) use of the long-term contract method of accounting, or (v) receipt of any prepaid amount on or before the Closing Date. Neither Tidelands AEB nor Tidelands the Bank has made an election under Section 108(i) of the Code (or any corresponding provision of state, local or foreign law). (xiixiii) Tidelands AEB has delivered or made available to United Fidelity for inspection complete and correct copies of (i) its federal and state income and franchise Tax Returns and reports for the past three (3) taxable periods ended on or after December 31, 2014, and has indicated those Tax Returns that have been audited and those Tax Returns that are currently the subject of an audit, and (ii) all private letter rulings, revenue agent reports, settlement agreements, a description of all deficiency notices and any similar documents submitted by, received by or agreed to by or on behalf of TidelandsAEB, Tidelands the Bank, and any predecessor thereof and relating to Taxes for such taxable periods. Tidelands AEB has delivered or made available to United Fidelity the amount of any net operating loss, net capital loss, unused investment or other credit, unused foreign tax or excess charitable deduction available for use by Tidelands AEB or Tidelands the Bank. There is currently no limitation on the use of the Tax attributes of Tidelands AEB and Tidelands the Bank under Sections 269, 382, 383, 384 or 1502 of the Code (and similar provisions of state, local or foreign Tax law). (xiiixiv) No closing agreement pursuant to Section 7121 of the Code (or any similar provision of state, local or non-U.S. law) has been entered into by or with respect to the Tidelands AEB or Tidelands the Bank. (xv) At all times since its formation until December 31, 2009, AEB was a validly electing S corporation within the meaning of Sections 1361 and 1362 of the Code (and any comparable provision of state and local Tax law in jurisdictions in which such election was available), and the Bank was a valid qualified subchapter S Subsidiary within the meaning of Sections 1361 and 1362 of the Code (and any comparable provision of state and local Tax law in applicable jurisdictions) during the same period.

Tax Returns; Taxes. Except as set forth on Section 4.14 of the Company Disclosure Schedule: (ia) Each The Company and its Subsidiaries have timely (taking into account extensions of Tidelands time to file) filed all federal and Tidelands Bank has (i) duly state income Tax Returns and timely filed with the appropriate governmental entity all other Tax Returns required to be filed by it (taking into account any applicable extensions)filed, and all such Tax Returns are were true, correct correct, and complete in all material respects insofar as they reflect the amount of Tax shown as due thereon. The Company and prepared in compliance with all applicable laws and (ii) timely its Subsidiaries have paid all Taxes due shown thereon or otherwise due. (b) The Company and owing its Subsidiaries have provided adequate accruals (without taking into account any reserve for deferred Taxes) in the Balance Sheet for any Taxes that have not been paid, but were owed or accrued as of the date of the Balance Sheet, whether or not shown as being due on any Tax Returns). (c) All Tax Returns filed by or with respect the Company and its Subsidiaries through the Tax year ending December 31, 2005 have been examined and closed or are Tax Returns with respect to which the applicable period for assessment under applicable Law, after giving effect to extensions or waivers, has expired. (d) No request for information related to Tax matters has been received in writing with respect to material Tax matters from any Governmental Entity since December 31, 2005, no Tax audit or similar administrative proceeding relating to Taxes is pending, being conducted, or, to the Knowledge of Company, threatened in writing by any Governmental Entity, and no judicial proceeding is pending or being conducted that involves any Tax paid or Tax Return filed by or on behalf of the Company or its Subsidiaries. (e) The Company has provided to Purchaser copies of all federal income Tax Returns, examination reports, and statements of deficiencies assessed against or agreed to by the Company or its Subsidiaries filed or received since December 31, 2005, each of which is a true and correct copy. Neither Tidelands nor Tidelands Bank Section 4.14(e) of the Company Disclosure Schedule lists all federal and state income Tax Returns and all local, and foreign income Tax Returns filed by the Company or its Subsidiaries for taxable periods ended on or after December 31, 2005 that have been audited and/or that currently is are the beneficiary subject of an audit by a Tax authority. (f) No claim or deficiency against the Company or its Subsidiaries for the assessment or collection of any extension of time within Taxes has been asserted or proposed in writing, which claim or deficiency has not been settled with all amounts determined to file any Tax Return. To the knowledge of Tidelandshave been due and payable having been timely paid. (g) Since December 31, 2005, no claim has ever been made in writing by a governmental entity Tax authority in a jurisdiction where Tidelands and Tidelands Bank do not file the Company or its Subsidiaries has never filed Tax Returns asserting that Tidelands the Company or Tidelands Bank is its Subsidiaries are or may be subject to taxation Taxes imposed by that jurisdiction. Neither Tidelands nor Tidelands Bank has commenced activities in any jurisdiction which will result in an initial filing of a Tax Return with respect to Taxes imposed by a governmental entity that it had not previously been required to file in the immediately preceding taxable period. (iih) The unpaid Taxes of Tidelands Company and Tidelands Bank (A) did notits Subsidiaries have deducted, as of December 31, 2015, exceed the reserve for Tax liabilities (excluding any reserve for deferred Taxes established to reflect timing differences between book withheld and Tax income) set forth on the face of the balance sheets (rather than in any notes thereto) contained in the Tidelands Financial Statements, which were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Since December 31, 2015, neither Tidelands nor Tidelands Bank has incurred any liability for Taxes outside the ordinary course of business or otherwise inconsistent with past custom and practice. (iii) There are no liens, charges, restrictions, encumbrances or claims of any kind (collectively, “Liens”) for Taxes upon any property or asset of Tidelands or Tidelands Bank, except for Liens for current Taxes the payment of which is not yet delinquent, or for Taxes contested in good faith through appropriate proceedings and reserved against in accordance with GAAP. (iv) There are no deficiencies for Taxes with respect to Tidelands and Tidelands Bank that have been set forth or claimed in writing, or, timely paid to the knowledge of Tidelands, proposed or assessed by a governmental entity. There are no pending, or, to the knowledge of Tidelands, proposed or threatened audits, investigations, disputes or claims or other actions for or relating to any Tax Return or material liability for Taxes with respect to Tidelands and Tidelands Bank. No material issues relating to Taxes of Tidelands or Tidelands Bank were raised by the relevant governmental entity in any completed audit or examination that would reasonably be expected to recur in a later taxable period. None of Tidelands, Tidelands Bank or any predecessor has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment, deficiency, or collection, or has made any request in writing for any such extension or waiver, that remains in effect. There is not currently in effect any power of attorney authorizing any Person to act on behalf of Tidelands or Tidelands Bank, or receive information relating to Tidelands or Tidelands Bank, with respect to any Tax matter. (v) Neither Tidelands nor Tidelands Bank has requested or received any ruling from any governmental entity, or signed any binding agreement with any governmental entity (including, without limitation, any advance pricing agreement) that would affect any amount of Tax payable after the Closing Date and has not made any request for issuance of a ruling from a governmental entity on behalf of the Tidelands or Tidelands Bank (regardless of whether the requested ruling is still pending or withdrawn). (vi) Each of Tidelands and Tidelands Bank has withheld and paid appropriate Governmental Entity all Taxes required to have been be deducted, withheld and or paid in connection with income allocated to or amounts paid or owing to any employeeemployee (as determined in accordance with applicable Laws), independent contractor, creditor, shareholder stockholder or other third partyinterest holder and have complied in all material respects with all applicable Tax Laws relating to the payment, withholding, reporting and all Tax Returns (including without limitation all Internal Revenue Service (“IRS”) Forms W-2 and 1099) recordkeeping requirements relating to any Taxes required with respect thereto have been properly completed and timely filed with, and supplied to, the appropriate partiesto be collected or withheld. (viii) Except There are no Liens, other than Permitted Liens, for any customary agreements with customers, vendors, lenders, lessors Taxes upon the properties or assets of the like entered into in the ordinary course of business, neither Tidelands nor Tidelands Bank is Company or its Subsidiaries. (j) The Company and its Subsidiaries are not a party to or bound by or has any obligation under any Tax sharing, Tax indemnity, Tax allocation or indemnification similar agreement (other than commercial agreements not primarily relating to Taxes, provided that the commercial agreements are not related to equity compensation, [*], or such similar contract type of agreement) with respect to Taxes, and do not have any Liability or arrangement or potential Liability to another party under any agreement that obligates it such agreement. (k) The Company 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. (l) The Company and its Subsidiaries have not made any payment, are not obligated to make any payment computed and are not a party to any agreement that could reasonably be expected to obligate any of them to make any payments as a result of the consummation of the transactions contemplated by reference to the Taxes, taxable Agreement that would not be fully deductible for all applicable income or taxable losses Tax purposes solely as a result of any other Personthe application of Section 280G of the Code. (viiim) Except The Company and its Subsidiaries have not executed or entered into with any Governmental Entity (i) any agreement, waiver or other document that is still in force extending or having the effect of extending or waiving the period for assessment or collection of any Taxes for which the affiliated group Company or its Subsidiaries would or could be liable following the Closing (other than pursuant to extension of time to file Tax Returns obtained in the Ordinary Course); (ii) any closing agreement pursuant to Section 7121 of the Code, or any predecessor provision thereof or any similar provision of state, local or foreign Tax Law; (iii) any private letter ruling request or private letter ruling, or (iv) any power of attorney with respect to any Tax matter which Tidelands is the common parent, each of Tidelands currently in force. (n) The Company and Tidelands Bank is its Subsidiaries (i) are not and has have never been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of corporations within which is or was the meaning of Section 1504 of the Code or Company); and (ii) have never had any group that has filed a combined, consolidated or unitary Tax Return. Neither Tidelands nor Tidelands Bank is liable Liability for the Taxes of any Person (including an individual, corporation, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union or other entity or governmental entity) other than Tidelands the Company and Tidelands Bank (iits Subsidiaries) under Treasury Regulations Regulation Section 1.1502-6 (or any similar provision of state, local or foreign lawTax Law). (o) The Company and its Subsidiaries have not taken any position in any Tax Return that could give rise to a substantial understatement of Tax within the meaning of Section 6662 of the Code. (p) The Company and its Subsidiaries have not participated in any “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4. (q) The Company and its Subsidiaries will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period ending after the Closing Date as a result of any (i) change in accounting method for any Pre-Closing Period under Section 481 of the Code (or any similar provision of U.S. state, local or foreign Tax Law), (ii) as written agreement with a transferee or successorTax authority with regard to its Tax Liability for any Pre-Closing Period, (iii) by contractdeferred intercompany gain described in the Treasury Regulations under Code Section 1502 (or any similar provision of state, local or foreign Tax Law) arising from any transaction that occurred prior to the Closing Date or prior to the Closing on the Closing Date, (iv) otherwiseinstallment sale or open transaction disposition made prior to the Closing Date or prior to the Closing on the Closing Date, other than any such sale or disposition in the Ordinary Course or (v) prepaid amount received on or prior to the Closing Date, other than amounts received in the Ordinary Course. (ixr) Neither Tidelands nor Tidelands Bank has The Company and its Subsidiaries have not constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under shares described in Section 355 or Section 361 of the CodeCode in the two years prior to the date of this Agreement. (xs) Neither Tidelands nor Tidelands Bank has been a party to a “reportable transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(1Schedule 4.14(s) (other than such transactions that have been properly reported) lists all of the Subsidiaries for which the Company or any other substantially similar transaction requiring disclosure under analogous provisions of state, local or foreign Tax law. (xi) Tidelands has not taken any action not in accordance with past practice that would have Subsidiary is the effect of deferring a measure of Tax from a period (or portion thereof) ending on or before the Closing Date to a period (or portion thereof) beginning after the Closing Date. Tidelands has no deferred income or other Tax Liability arising out of any transaction, including, without limitation, any (i) intercompany transaction (tax matters partner as defined in Treasury Regulations Section 1.1502-13), (ii) the disposal of any property in a transaction accounted for under the installment method pursuant to Section 453 of the Code, . Nothing in this Agreement (iiiincluding this Section 4.14) excess loss account (shall be construed as defined in Treasury Regulations Section 1.1502-19) providing a representation or warranty with respect to the stock of existence, amount, expiration date or limitations on (or availability of) any subsidiary of Tidelands, (iv) use Tax attribute of the long-term contract method of accounting, or (v) receipt of any prepaid amount on or before the Closing Date. Neither Tidelands nor Tidelands Bank has made an election under Section 108(i) of the Code (or any corresponding provision of state, local or foreign law)Company. (xii) Tidelands has delivered or made available to United for inspection complete and correct copies of (i) its federal and state income and franchise Tax Returns and reports for the past three (3) taxable periods ended on or after December 31, 2014, and has indicated those Tax Returns that have been audited and those Tax Returns that are currently the subject of an audit, and (ii) all private letter rulings, revenue agent reports, settlement agreements, a description of all deficiency notices and any similar documents submitted by, received by or agreed to by or on behalf of Tidelands, Tidelands Bank, and any predecessor thereof and relating to Taxes for such taxable periods. Tidelands has delivered or made available to United the amount of any net operating loss, net capital loss, unused investment or other credit, unused foreign tax or excess charitable deduction available for use by Tidelands or Tidelands Bank. There is currently no limitation on the use of the Tax attributes of Tidelands and Tidelands Bank under Sections 269, 382, 383, 384 or 1502 of the Code (and similar provisions of state, local or foreign Tax law). (xiii) No closing agreement pursuant to Section 7121 of the Code (or any similar provision of state, local or non-U.S. law) has been entered into by or with respect to the Tidelands or Tidelands Bank.

Tax Returns; Taxes. (a) North Point has duly filed (i) Each of Tidelands and Tidelands Bank has (i) duly and timely filed with the appropriate governmental entity ------------------- all Tax Returns required to be filed by it (taking into account any applicable extensions), and all such Tax Returns are true, correct and complete in all material respects and prepared in compliance with all applicable laws and (ii) timely paid all Taxes due and owing (whether or not shown due on any Tax Returns). Neither Tidelands nor Tidelands Bank currently is the beneficiary of any extension of time within which to file any Tax Return. To the knowledge of Tidelands, no claim has ever been made by a governmental entity in a jurisdiction where Tidelands and Tidelands Bank do not file Tax Returns that Tidelands or Tidelands Bank is or may be subject to taxation by that jurisdiction. Neither Tidelands nor Tidelands Bank has commenced activities in any jurisdiction which will result in an initial filing of a Tax Return with respect to Taxes imposed by a governmental entity that it had not previously been required to file in the immediately preceding taxable period. (ii) The unpaid Taxes of Tidelands and Tidelands Bank (A) did not, as of December 31, 2015, exceed the reserve for Tax liabilities (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the balance sheets (rather than in any notes thereto) contained in the Tidelands Financial Statements, which were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Since December 31, 2015, neither Tidelands nor Tidelands Bank has incurred any liability for Taxes outside the ordinary course of business or otherwise inconsistent with past custom and practice. (iii) There are no liens, charges, restrictions, encumbrances or claims of any kind (collectively, “Liens”) for Taxes upon any property or asset of Tidelands or Tidelands Bank, except for Liens for current Taxes the payment of which is not yet delinquent, or for Taxes contested in good faith through appropriate proceedings and reserved against in accordance with GAAP. (iv) There are no deficiencies for Taxes with respect to Tidelands and Tidelands Bank that have been set forth or claimed in writing, or, to the knowledge of Tidelands, proposed or assessed by a governmental entity. There are no pending, or, to the knowledge of Tidelands, proposed or threatened audits, investigations, disputes or claims or other actions for or relating to any Tax Return or material liability for Taxes with respect to Tidelands and Tidelands Bank. No material issues relating to Taxes of Tidelands or Tidelands Bank were raised by the relevant governmental entity in any completed audit or examination that would reasonably be expected to recur in a later taxable period. None of Tidelands, Tidelands Bank or any predecessor has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment, deficiency, or collection, or has made any request in writing for any such extension or waiver, that remains in effect. There is not currently in effect any power of attorney authorizing any Person to act on behalf of Tidelands or Tidelands Bank, or receive information relating to Tidelands or Tidelands Bank, with respect to any Tax matter. (v) Neither Tidelands nor Tidelands Bank has requested or received any ruling from any governmental entity, or signed any binding agreement with any governmental entity (including, without limitation, any advance pricing agreement) that would affect any amount of Tax payable after the Closing Date and has not made any request for issuance of a ruling from a governmental entity on behalf of the Tidelands or Tidelands Bank (regardless of whether the requested ruling is still pending or withdrawn). (vi) Each of Tidelands and Tidelands Bank 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, shareholder or other third party, and all Tax Returns (including without limitation all Internal Revenue Service (“IRS”) Forms W-2 and 1099) required with respect thereto have been properly completed and timely filed with, and supplied to, the appropriate parties. (vii) Except for any customary agreements with customers, vendors, lenders, lessors or the like entered into in the ordinary course of business, neither Tidelands nor Tidelands Bank is a party to or bound by or has any obligation under any Tax sharing, allocation or indemnification agreement or similar contract or arrangement or any agreement that obligates it to make any payment computed by reference to the Taxes, taxable income or taxable losses of any other Person. (viii) Except for the affiliated group of which Tidelands is the common parent, each of Tidelands and Tidelands Bank is not and has never been a member of an affiliated group of corporations within the meaning of Section 1504 of the Code or any group that has filed a combined, consolidated or unitary Tax Return. Neither Tidelands nor Tidelands Bank is liable for the Taxes of any Person (including an individual, corporation, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union or other entity or governmental entity) other than Tidelands and Tidelands Bank (i) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), (ii) as a transferee or successor, (iii) by contract, or (iv) otherwise. (ix) Neither Tidelands nor Tidelands Bank has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 or Section 361 of the Code. (x) Neither Tidelands nor Tidelands Bank has been a party to a “reportable transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(1) (other than such transactions that have been properly reported) or any other substantially similar transaction requiring disclosure under analogous provisions of state, local or foreign Tax law. (xi) Tidelands has not taken any action not in accordance with past practice that would have the effect of deferring a measure of Tax from a period (or portion thereof) ending on or before the Closing Date to a period (or portion thereof) beginning after the Closing Date. Tidelands has no deferred income or other Tax Liability arising out of any transaction, including, without limitation, any (i) intercompany transaction (as defined in Treasury Regulations Section 1.1502-13), (ii) the disposal of any property in a transaction accounted for under the installment method pursuant to Section 453 of the Code, (iii) excess loss account (as defined in Treasury Regulations Section 1.1502-19) with respect to the stock of any subsidiary of Tidelands, (iv) use of the long-term contract method of accounting, or (v) receipt of any prepaid amount on or before the Closing Date. Neither Tidelands nor Tidelands Bank has made an election under Section 108(i) of the Code (or any corresponding provision of state, local or foreign law). (xii) Tidelands has delivered or made available to United for inspection complete and correct copies of (i) its federal and state income tax returns and franchise Tax Returns and reports for the past three (3) taxable periods ended on or after December 31, 2014, and has indicated those Tax Returns that have been audited and those Tax Returns that are currently the subject of an auditreports, and (ii) all private letter rulingsrequired returns and reports of other governmental units having jurisdiction with respect to taxes imposed upon its income, revenue agent reportsproperties, settlement agreementsrevenues, franchises, operations or other assets or taxes imposed which might create a description material lien or encumbrance on any of all deficiency notices such assets or affect materially and any similar documents submitted byadversely its business or operations. To the knowledge of the officers of North Point (the "North Point Management"), received by such returns or agreed to by or on behalf of Tidelands, Tidelands Bankreports are, and any predecessor thereof when filed will be, true, complete and relating correct, and North Point has paid, to Taxes for the extent such taxable taxes or other governmental charges have become due, all taxes and other governmental charges set forth in such returns or reports. To the knowledge of the North Point Management, all federal, state and local taxes and other governmental charges paid or payable by North Point have been paid, or have been accrued or reserved on its books in accordance with generally accepted accounting principles applied on a basis consistent with prior periods. Tidelands To the knowledge of the North Point Management, adequate reserves for the payment of taxes have been established on the books of North Point for all periods through the date hereof, whether or not due and payable and whether or not disputed. Until the Closing Date, North Point shall continue to provide adequate reserves for the payment of expected tax liabilities in accordance with generally accepted accounting principles applied on a basis consistent with prior periods. North Point has delivered not received any notice of a tax deficiency or made available to United the amount assessment of additional taxes of any net operating losskind and, net capital loss, unused investment or other credit, unused foreign tax or excess charitable deduction available for use by Tidelands or Tidelands Bank. There is currently no limitation on to the use knowledge of the Tax attributes of Tidelands and Tidelands Bank under Sections 269North Point Management, 382there is no threatened claim against North Point, 383, 384 or 1502 to the knowledge of the Code (and similar provisions North Point Management, any basis for any such claim, for payment of any additional federal, state, local or foreign Tax law)taxes for any period prior to the date of this Agreement in excess of the accruals or reserves with respect to any such claim shown in the 1998 North Point Financial Statements described in Section 4.2.6 below or -8- disclosed in the notes with respect thereto. There are no waivers or agreements by North Point for the extension of time for the assessment of any taxes. The federal income tax returns of North Point have not been examined by the Internal Revenue Service for any period since December 31, 1994. (xiiib) No closing agreement pursuant Except as set forth in the North Point Disclosure Memorandum, to Section 7121 the knowledge of the Code (or any similar provision North Point Management, proper and accurate amounts have been withheld by North Point from its employees for all periods in full and complete compliance with the tax withholding provisions of stateapplicable federal, state and local or non-U.S. law) has tax laws, and proper and accurate federal, state and local tax returns have been entered into filed by or North Point for all periods for which returns were due with respect to withholding, social security and unemployment taxes, and the Tidelands or Tidelands Bankamounts shown thereon to be due and payable have been paid in full.

Tax Returns; Taxes. (a) Liberty has duly filed: (i) Each of Tidelands all required federal and Tidelands Bank has (i) duly state tax returns and timely filed with the appropriate governmental entity all Tax Returns required to be filed by it (taking into account any applicable extensions), and all such Tax Returns are true, correct and complete in all material respects and prepared in compliance with all applicable laws reports; and (ii) timely paid all Taxes due required returns and owing (whether or not shown due on any Tax Returns). Neither Tidelands nor Tidelands Bank currently is the beneficiary reports of any extension of time within which to file any Tax Return. To the knowledge of Tidelands, no claim has ever been made by a other governmental entity in a units having jurisdiction where Tidelands and Tidelands Bank do not file Tax Returns that Tidelands or Tidelands Bank is or may be subject to taxation by that jurisdiction. Neither Tidelands nor Tidelands Bank has commenced activities in any jurisdiction which will result in an initial filing of a Tax Return with respect to Taxes taxes imposed by upon its income, properties, revenues, franchises, operations or other assets or taxes imposed which might create a material lien or encumbrance on any of such assets or affect materially and adversely its business or operations. Such returns or reports were true, complete and correct, and Liberty has paid, to the extent such taxes or other governmental entity that it had not previously been required to file in the immediately preceding taxable period. (ii) The unpaid Taxes of Tidelands charges have become due, all taxes and Tidelands Bank (A) did not, as of December 31, 2015, exceed the reserve for Tax liabilities (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) other governmental charges set forth in such returns or reports. All unpaid federal, state and local taxes and other governmental charges payable by Liberty have been accrued or reserved on the face of the balance sheets (rather than in any notes thereto) contained in the Tidelands Financial Statements, which were prepared its books in accordance with U.S. generally accepted accounting principles (“GAAP”)applied on a basis consistent with prior periods. Since December 31Adequate reserves for the payment of taxes have been established on the books of Liberty for all periods through the date hereof, 2015whether or not due and payable and whether or not disputed. Until the Closing Date, neither Tidelands nor Tidelands Bank Liberty shall continue to provide adequate reserves for the payment of expected tax liabilities in accordance with generally accepted accounting principles applied on a basis consistent with prior periods. Liberty has incurred not received any liability for Taxes outside the ordinary course notice of business a tax deficiency or otherwise inconsistent with past custom and practice. (iii) There are no liens, charges, restrictions, encumbrances or claims assessment of additional taxes of any kind (collectively, “Liens”) for Taxes upon any property or asset of Tidelands or Tidelands Bank, except for Liens for current Taxes the payment of which is not yet delinquent, or for Taxes contested in good faith through appropriate proceedings and reserved against in accordance with GAAP. (iv) There are no deficiencies for Taxes with respect to Tidelands and Tidelands Bank that have been set forth or claimed in writing, orand, to the knowledge of TidelandsLiberty, proposed or assessed by a governmental entity. There are there is no pending, or, to the knowledge of Tidelands, proposed or threatened audits, investigations, disputes or claims or other actions for or relating to any Tax Return or material liability for Taxes with respect to Tidelands and Tidelands Bank. No material issues relating to Taxes of Tidelands or Tidelands Bank were raised by the relevant governmental entity in any completed audit or examination that would reasonably be expected to recur in a later taxable period. None of Tidelands, Tidelands Bank claim against Liberty or any predecessor has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment, deficiency, or collection, or has made any request in writing basis for any such extension or waiverclaim, that remains in effect. There is not currently in effect any power of attorney authorizing any Person to act on behalf of Tidelands or Tidelands Bank, or receive information relating to Tidelands or Tidelands Bank, with respect to any Tax matter. (v) Neither Tidelands nor Tidelands Bank has requested or received any ruling from any governmental entity, or signed any binding agreement with any governmental entity (including, without limitation, any advance pricing agreement) that would affect any amount of Tax payable after the Closing Date and has not made any request for issuance of a ruling from a governmental entity on behalf of the Tidelands or Tidelands Bank (regardless of whether the requested ruling is still pending or withdrawn). (vi) Each of Tidelands and Tidelands Bank 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, shareholder or other third party, and all Tax Returns (including without limitation all Internal Revenue Service (“IRS”) Forms W-2 and 1099) required with respect thereto have been properly completed and timely filed with, and supplied to, the appropriate parties. (vii) Except for any customary agreements with customers, vendors, lenders, lessors or the like entered into in the ordinary course of business, neither Tidelands nor Tidelands Bank is a party to or bound by or has any obligation under any Tax sharing, allocation or indemnification agreement or similar contract or arrangement or any agreement that obligates it to make any payment computed by reference to the Taxes, taxable income or taxable losses of any other Person. (viii) Except for the affiliated group of which Tidelands is the common parentadditional federal, each of Tidelands and Tidelands Bank is not and has never been a member of an affiliated group of corporations within the meaning of Section 1504 of the Code or any group that has filed a combined, consolidated or unitary Tax Return. Neither Tidelands nor Tidelands Bank is liable for the Taxes of any Person (including an individual, corporation, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union or other entity or governmental entity) other than Tidelands and Tidelands Bank (i) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), (ii) as a transferee or successor, (iii) by contract, or (iv) otherwise. (ix) Neither Tidelands nor Tidelands Bank has constituted either a “distributing corporation” or a “controlled corporation” taxes for any period prior to the date of this Agreement in a distribution of stock intended to qualify for tax-free treatment under Section 355 or Section 361 excess of the Code. (x) Neither Tidelands nor Tidelands Bank has been a party accruals or reserves with respect to a “reportable transaction,” as any such term is defined claim shown in Treasury Regulations Section 1.6011-4(b)(1) (other than such transactions that have been properly reported) or any other substantially similar transaction requiring disclosure under analogous provisions of state, local or foreign Tax law. (xi) Tidelands has not taken any action not in accordance with past practice that would have the effect of deferring a measure of Tax from a period (or portion thereof) ending on or before the Closing Date to a period (or portion thereof) beginning after the Closing Date. Tidelands has no deferred income or other Tax Liability arising out of any transaction, including, without limitation, any (i) intercompany transaction Liberty Financial Statements (as defined in Treasury Regulations Section 1.1502-13), (ii4.2.6) or disclosed in the disposal notes thereto. There are no waivers or agreements by Liberty for the extension of time for the assessment of any property in a transaction accounted taxes. The federal income tax returns of Liberty have not been examined by the Internal Revenue Service for under the installment method pursuant to Section 453 of the Code, (iii) excess loss account (as defined in Treasury Regulations Section 1.1502-19) with respect to the stock of any subsidiary of Tidelands, (iv) use of the long-term contract method of accounting, or (v) receipt of any prepaid amount on or before the Closing Date. Neither Tidelands nor Tidelands Bank has made an election under Section 108(i) of the Code (or any corresponding provision of state, local or foreign law). (xii) Tidelands has delivered or made available to United for inspection complete and correct copies of (i) its federal and state income and franchise Tax Returns and reports for the past three (3) taxable periods ended on or after period since December 31, 2014, 1998 and has indicated those Tax Returns that have been audited and those Tax Returns that are no tax return is currently the subject of an audit, and (ii) all private letter rulings, revenue agent reports, settlement agreements, a description of all deficiency notices and any similar documents submitted by, received by or agreed to by or on behalf of Tidelands, Tidelands Bank, and any predecessor thereof and relating to Taxes for such taxable periods. Tidelands has delivered or made available to United the amount of any net operating loss, net capital loss, unused investment or other credit, unused foreign tax or excess charitable deduction available for use by Tidelands or Tidelands Bank. There is currently no limitation on the use of the Tax attributes of Tidelands and Tidelands Bank under Sections 269, 382, 383, 384 or 1502 of the Code (and similar provisions of state, local or foreign Tax law). (xiiib) No closing agreement pursuant to Section 7121 Except as set forth in the Liberty Disclosure Memorandum, proper and accurate amounts have been withheld by Liberty from its employees for all periods in full and complete compliance with the tax withholding provisions of the Code (or any similar provision of stateapplicable federal, state and local or non-U.S. law) has tax laws, and proper and accurate federal, state and local tax returns have been entered into filed by or Liberty for all periods for which returns were due with respect to withholding, social security and unemployment taxes, and the Tidelands or Tidelands Bankamounts shown thereon to be due and payable have been paid in full.

Tax Returns; Taxes. Sellers and each Affiliated Group (i) Each of Tidelands and Tidelands Bank has have paid or will pay all Taxes due with respect to the Pre-Closing Tax Period, (iii) duly and timely have filed with the appropriate governmental entity or will file all Tax Returns required to be filed by it with respect to the Pre-Closing Tax Period, (taking into account any applicable extensions), and all such Tax Returns are true, correct and complete in all material respects and prepared in compliance with all applicable laws and (iiiii) timely have paid or will pay all Taxes due and owing (whether or not shown due on any Tax Returns). Neither Tidelands nor Tidelands Bank currently is the beneficiary of any extension of time within which to file any Tax Return. To the knowledge of Tidelands, no claim has ever been made by a governmental entity in a jurisdiction where Tidelands and Tidelands Bank do not file Tax Returns that Tidelands or Tidelands Bank is or may be subject to taxation by that jurisdiction. Neither Tidelands nor Tidelands Bank has commenced activities in any jurisdiction which will result in an initial filing of a Tax Return with respect to Taxes imposed by a governmental entity that it had not previously been required to file in the immediately preceding taxable period. Pre-Closing Tax Period and (iiiv) The unpaid Taxes of Tidelands and Tidelands Bank (A) did not, as of December 31, 2015, exceed the reserve for Tax liabilities (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the balance sheets (rather than in any notes thereto) contained in the Tidelands Financial Statements, which were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Since December 31, 2015, neither Tidelands nor Tidelands Bank has incurred any have no liability for Taxes outside the ordinary course imposed on any other person, as transferee or successor, by contract, by operation of business law or otherwise inconsistent with past custom and practice. (iii) There are no liens, charges, restrictions, encumbrances other than liability of other members of an Affiliated Group under Treasury Regulation Section 1.1502-6 or claims similar provisions of any kind (collectively, “Liens”) for Taxes upon any property state or asset of Tidelands or Tidelands Bank, except for Liens for current Taxes the payment of which is not yet delinquent, or for Taxes contested in good faith through appropriate proceedings and reserved against in accordance with GAAP. (iv) There are no deficiencies for Taxes with respect to Tidelands and Tidelands Bank that have been local law). Except as set forth or claimed in writingSCHEDULE 3.13, or, to the knowledge no audit of Tidelands, proposed or assessed by a governmental entity. There are no pending, or, to the knowledge of Tidelands, proposed or threatened audits, investigations, disputes or claims or other actions for or relating to any Tax Return or material liability for Taxes with respect to Tidelands and Tidelands Bank. No material issues relating to Taxes of Tidelands or Tidelands Bank were raised by the relevant governmental entity either Seller is in any completed audit or examination that would reasonably be expected to recur in a later taxable period. None of Tidelandsprogress, Tidelands Bank or any predecessor no deficiency has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment, deficiency, or collection, or has made any request in writing for any such extension or waiver, that remains in effect. There is not currently in effect any power of attorney authorizing any Person to act on behalf of Tidelands or Tidelands Bank, or receive information relating to Tidelands or Tidelands Bank, been asserted with respect to any Pre-Closing Tax matter. (v) Neither Tidelands nor Tidelands Bank has requested Period of either Seller or received any ruling from any governmental entity, or signed any binding agreement with any governmental entity (including, without limitation, any advance pricing agreement) Affiliated Group that would affect any amount of Tax payable after the Closing Date and has not made been paid in full and Sellers have no knowledge of any request for issuance of a ruling from a governmental entity on behalf of the Tidelands unassessed Tax deficiency proposed or Tidelands Bank (regardless of whether the requested ruling is still pending threatened against Sellers or withdrawn). (vi) Each of Tidelands and Tidelands Bank has withheld and paid all Taxes required to any Affiliated Group. No Tax liens have been withheld filed with respect to any Asset. The Seller has complied in all material respect with all applicable laws, rules and paid regulations relating to the withholding and payment of Taxes in connection with amounts paid or owing to any employee, independent contractor, creditor, shareholder employees or other third party, and all Tax Returns (including without limitation all parties. None of the Assets is subject to any lease made pursuant to Section 168(f)(8) of the Internal Revenue Service Code of 1986, as amended (“IRS”the "Code") Forms W-2 and 1099) required with respect thereto have been properly completed and timely filed with, and supplied to, the appropriate parties. (vii) Except for any customary agreements with customers, vendors, lenders, lessors or the like entered into as in the ordinary course of business, neither Tidelands nor Tidelands Bank is a party to or bound by or has any obligation under any Tax sharing, allocation or indemnification agreement or similar contract or arrangement or any agreement that obligates it to make any payment computed by reference effect immediately prior to the Taxes, taxable income or taxable losses of any other Person. (viii) Except for the affiliated group of which Tidelands is the common parent, each of Tidelands and Tidelands Bank is not and has never been a member of an affiliated group of corporations within the meaning of Section 1504 enactment of the Code or any group that has filed a combinedTax Reform Act of 1986). For purposes of this Agreement, consolidated or unitary Tax Return. Neither Tidelands nor Tidelands Bank is liable for the Taxes of any Person (including an individual, corporation, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union or other entity or governmental entity) other than Tidelands and Tidelands Bank (i) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), (ii) as a transferee or successor, (iii) by contract, or (iv) otherwise. (ix) Neither Tidelands nor Tidelands Bank has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 or Section 361 of the Code. (x) Neither Tidelands nor Tidelands Bank has been a party "Pre-Closing Tax Period" means all taxable periods ending prior to a “reportable transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(1) (other than such transactions that have been properly reported) or any other substantially similar transaction requiring disclosure under analogous provisions of state, local or foreign Tax law. (xi) Tidelands has not taken any action not in accordance with past practice that would have the effect of deferring a measure of Tax from a period (or portion thereof) ending on or before the Closing Date to a and the portion ending on and including the Closing Date of any taxable period (or portion thereof) beginning after that includes, but does not end on, the Closing Date. Tidelands has no deferred income , (y) "Tax" means all foreign, federal, state, county and local net income, gross income, gross receipts, sales, use, ad valorem, unincorporated business, employment, payroll, social security, unemployment, withholding, disability, excise, severance, occupation, premium, windfall profits, alternative minimum, franchise, license, profit, real and personal property, capital, recording, transfer, customs, stamp or other Tax Liability arising out taxes, fees, charges, duties or assessments of any transactionkind whatsoever, including, without limitation, together with any (i) intercompany transaction (as defined in Treasury Regulations Section 1.1502-13), (ii) the disposal of any property in a transaction accounted for under the installment method pursuant to Section 453 of the Code, (iii) excess loss account (as defined in Treasury Regulations Section 1.1502-19) with respect to the stock of any subsidiary of Tidelands, (iv) use of the long-term contract method of accounting, or (v) receipt of any prepaid amount on or before the Closing Date. Neither Tidelands nor Tidelands Bank has made an election under Section 108(i) of the Code (or any corresponding provision of state, local or foreign law). (xii) Tidelands has delivered or made available to United for inspection complete and correct copies of (i) its federal and state income and franchise Tax Returns and reports for the past three (3) taxable periods ended on or after December 31, 2014, and has indicated those Tax Returns that have been audited and those Tax Returns that are currently the subject of an audit, and (ii) all private letter rulings, revenue agent reports, settlement agreements, a description of all deficiency notices interest and any similar documents submitted bypenalties, received by or agreed to by or on behalf of Tidelands, Tidelands Bank, and any predecessor thereof and relating to Taxes for such taxable periods. Tidelands has delivered or made available to United the amount of any net operating loss, net capital loss, unused investment or other credit, unused foreign tax or excess charitable deduction available for use by Tidelands or Tidelands Bank. There is currently no limitation on the use of the Tax attributes of Tidelands and Tidelands Bank under Sections 269, 382, 383, 384 or 1502 of the Code (and similar provisions of state, local or foreign Tax law). (xiii) No closing agreement pursuant to Section 7121 of the Code (or any similar provision of state, local or non-U.S. law) has been entered into by or with respect to the Tidelands or Tidelands Bank.fines

Tax Returns; Taxes. (i) Each of Tidelands LSI and Tidelands Bank has the LSI Subsidiaries (ia) have ------------------ duly filed all material local and timely filed with the appropriate governmental entity all Tax Returns foreign tax returns and reports required to be filed by it it, including those with respect to advance corporation tax, capital gains tax, corporation tax, excise duties, income tax (taking into account any applicable extensionsincluding "Pay as You Earn"), inheritance tax, insurance premium tax, National Insurance contributions, stamp duty taxes, value added tax and similar taxes, and all such Tax Returns returns and reports are true, correct and complete in all material respects respects; (b) have either paid in full all taxes that have become due as reflected on any return or report and prepared in compliance any interest and penalties with respect thereto or have fully accrued on its books or have established adequate reserves for all applicable laws taxes payable but not yet due; and (iic) timely paid all Taxes due have made cash deposits with appropriate governmental authorities representing estimated payments of taxes, including income taxes and owing (whether employee withholding tax obligations. No extension or not shown due on any Tax Returns). Neither Tidelands nor Tidelands Bank currently is the beneficiary waiver of any extension statute of limitations or time within which to file any Tax Return. To the knowledge of Tidelands, no claim return has ever been made granted to or requested by a governmental entity in a jurisdiction where Tidelands and Tidelands Bank do not file Tax Returns that Tidelands LSI or Tidelands Bank is or may be subject to taxation by that jurisdiction. Neither Tidelands nor Tidelands Bank has commenced activities in any jurisdiction which will result in an initial filing of a Tax Return LSI Subsidiary with respect to Taxes imposed by a any tax. No unsatisfied deficiency, delinquency or default for any tax, assessment or governmental entity that it had not previously charge has been required to file claimed, proposed or assessed against LSI or the LSI Subsidiaries, nor has LSI or the LSI Subsidiaries received notice of any such deficiency, delinquency or default. LSI and the LSI Subsidiaries have no material tax liabilities other than those reflected on LSI Balance Sheet and those arising in the immediately preceding taxable period. (ii) The unpaid Taxes of Tidelands and Tidelands Bank (A) did not, as of December 31, 2015, exceed the reserve for Tax liabilities (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the balance sheets (rather than in any notes thereto) contained in the Tidelands Financial Statements, which were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Since December 31, 2015, neither Tidelands nor Tidelands Bank has incurred any liability for Taxes outside the ordinary course of business or otherwise inconsistent with past custom and practice. (iii) There are no liens, charges, restrictions, encumbrances or claims of any kind (collectively, “Liens”) for Taxes upon any property or asset of Tidelands or Tidelands Bank, except for Liens for current Taxes since the payment of which is not yet delinquent, or for Taxes contested in good faith through appropriate proceedings and reserved against in accordance with GAAP. (iv) There are no deficiencies for Taxes with respect to Tidelands and Tidelands Bank that have been set forth or claimed in writing, or, to the knowledge of Tidelands, proposed or assessed by a governmental entitydate thereof. There are no pending, or, to the knowledge of Tidelands, proposed or threatened audits, investigations, disputes or claims or other actions for or relating to any Tax Return or material liability for Taxes with respect to Tidelands and Tidelands Bank. No material issues relating to Taxes of Tidelands or Tidelands Bank were raised by the relevant governmental entity in any completed audit or examination that would reasonably be expected to recur in a later taxable period. None of Tidelands, Tidelands Bank or any predecessor has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment, deficiency, or collection, or has made any request in writing for any such extension or waiver, that remains in effect. There is not currently in effect any power of attorney authorizing any Person to act on behalf of Tidelands or Tidelands Bank, or receive information relating to Tidelands or Tidelands Bank, with respect to any Tax matter. (v) Neither Tidelands nor Tidelands Bank has requested or received any ruling from any governmental entity, or signed any binding agreement with any governmental entity (including, without limitation, any advance pricing agreement) that would affect any amount of Tax payable after the Closing Date and has not made any request for issuance of a ruling from a governmental entity on behalf of the Tidelands or Tidelands Bank (regardless of whether the requested ruling is still pending or withdrawn). (vi) Each of Tidelands and Tidelands Bank 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, shareholder or other third party, and all Tax Returns (including without limitation all Internal Revenue Service (“IRS”) Forms W-2 and 1099) required with respect thereto have been properly completed and timely filed with, and supplied to, the appropriate parties. (vii) Except for any customary agreements with customers, vendors, lenders, lessors or the like entered into in the ordinary course of business, neither Tidelands nor Tidelands Bank is a party to or bound by or has any obligation under any Tax sharing, allocation or indemnification agreement or similar contract or arrangement or any agreement that obligates it to LSI will make any payment computed by reference to the Taxes, taxable income or taxable losses of any other Person. (viii) Except for the affiliated group of which Tidelands is the common parent, each of Tidelands and Tidelands Bank is not and has never been a member of an affiliated group of corporations within the meaning of Section 1504 of the Code or any group that has filed a combined, consolidated or unitary Tax Return. Neither Tidelands nor Tidelands Bank is liable for the Taxes of any Person (including an individual, corporation, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union or other entity or governmental entity) other than Tidelands and Tidelands Bank (i) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), (ii) as a transferee or successor, (iii) by contract, or (iv) otherwise. (ix) Neither Tidelands nor Tidelands Bank has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 or Section 361 of the Code. (x) Neither Tidelands nor Tidelands Bank has been a party to a “reportable transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(1) (other than such transactions that have been properly reported) or any other substantially similar transaction requiring disclosure under analogous provisions of state, local or foreign Tax law. (xi) Tidelands has not taken any action not in accordance with past practice that would have the effect of deferring a measure of Tax from a period (or portion thereof) ending on or before the Closing Date to a period (or portion thereof) beginning after the Closing Date. Tidelands has no deferred income or other Tax Liability arising out of any transaction, including, without limitation, any (i) intercompany transaction (as defined in Treasury Regulations Section 1.1502-13), (ii) the disposal of any property in a transaction accounted for under the installment method pursuant to Section 453 of the Code, (iii) excess loss account (as defined in Treasury Regulations Section 1.1502-19) with respect to the stock of any subsidiary of Tidelands, (iv) use of the long-term contract method of accounting, or (v) receipt of any prepaid amount on or before the Closing Date. Neither Tidelands nor Tidelands Bank has made an election under Section 108(i) of the Code (or any corresponding provision of state, local or foreign law). (xii) Tidelands has delivered or made available to United for inspection Mizar true, complete and correct copies of (i) its federal and state income and franchise Tax Returns and reports LSI's tax returns for the past three (3) taxable periods ended on or after December 31, 2014, last five years and has indicated those Tax Returns that make available such other tax returns requested by Mizar. The income tax liabilities of LSI and the LSI Subsidiaries have been audited paid for all fiscal years up to and those Tax Returns that are currently including the subject of an audityear ended September 30, and (ii) all private letter rulings, revenue agent reports, settlement agreements, a description of all deficiency notices and any similar documents submitted by, received by or agreed to by or on behalf of Tidelands, Tidelands Bank, and any predecessor thereof and relating to Taxes for such taxable periods. Tidelands has delivered or made available to United the amount of any net operating loss, net capital loss, unused investment or other credit, unused foreign tax or excess charitable deduction available for use by Tidelands or Tidelands Bank. There is currently no limitation on the use of the Tax attributes of Tidelands and Tidelands Bank under Sections 269, 382, 383, 384 or 1502 of the Code (and similar provisions of state, local or foreign Tax law)1997. (xiii) No closing agreement pursuant to Section 7121 of the Code (or any similar provision of state, local or non-U.S. law) has been entered into by or with respect to the Tidelands or Tidelands Bank.

Tax Returns; Taxes. (i) Each Except as set forth in Section 5.17 of Tidelands and Tidelands Bank has (i) the Seller Disclosure Schedule: a. All Tax Returns required to have been filed by Sellers have been duly and timely filed with the appropriate governmental entity all Tax Returns required to be filed by it (taking into account any applicable extensions), and all such Tax Returns are true, correct and complete in all material respects and prepared respects. No extension of time in compliance with all applicable laws and (ii) timely paid all which to file such Tax Return is in effect. b. All Taxes due and owing payable by any Seller (whether or not shown due on any Tax Returns)Return) have been timely paid in full. Neither Tidelands nor Tidelands Bank currently is the beneficiary of any extension of time within which to file any Tax Return. To the knowledge of Tidelands, no claim has ever been made by a governmental entity in a jurisdiction where Tidelands The accruals and Tidelands Bank do not file Tax Returns that Tidelands or Tidelands Bank is or may be subject to taxation by that jurisdiction. Neither Tidelands nor Tidelands Bank has commenced activities in any jurisdiction which will result in an initial filing of a Tax Return reserves with respect to Taxes imposed by a governmental entity that it had not previously been required to file in the immediately preceding taxable period. (ii) The unpaid Taxes of Tidelands and Tidelands Bank (A) did not, as of December 31, 2015, exceed the reserve for Tax liabilities (excluding other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face Interim Financial Statements are adequate in all respects to cover all Taxes of the balance sheets (rather than in any notes thereto) contained in the Tidelands Financial Statements, which were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Since December 31, 2015, neither Tidelands nor Tidelands Bank has incurred any liability for Taxes outside the ordinary course of business Sellers accruing or otherwise inconsistent with past custom and practice. (iii) There are no liens, charges, restrictions, encumbrances or claims of any kind (collectively, “Liens”) for Taxes upon any property or asset of Tidelands or Tidelands Bank, except for Liens for current Taxes the payment of which is not yet delinquent, or for Taxes contested in good faith through appropriate proceedings and reserved against in accordance with GAAP. (iv) There are no deficiencies for Taxes payable with respect to Tidelands and Tidelands Bank that Tax Periods (or portions thereof) ending on or before the Balance Sheet Date. All Liabilities of Sellers for Taxes attributable to Tax Periods (or portions thereof) commencing after the Balance Sheet Date have been set forth arisen in the Ordinary Course of Business. c. No claims, adjustments, assessments or claimed in writingdeficiencies for any amount of Taxes of Sellers by any Governmental Body are being asserted, proposed or, to the knowledge Knowledge of TidelandsSellers, threatened, and no audit or investigation of any Tax Return of any Seller by any Governmental Body has occurred in the last three (3) years or is currently underway, pending or, to the Knowledge of Sellers, threatened. No claim for unpaid Taxes that could result in an Encumbrance on any of the Acquired Assets, or a Tax for which Purchaser may be liable as a result of the transactions contemplated by this Agreement, has been asserted, proposed or assessed or, to the Knowledge of Sellers, threatened by a governmental entityany Governmental Body. There are no pendingagreements with, oror rulings requested or received from, to any Governmental Body, which agreements or rulings would be binding on the knowledge of TidelandsPurchaser after the Closing. d. Since January 1, proposed or threatened audits2013, investigations, disputes or claims or other actions for or relating to no claim has been made against a Seller by any Governmental Body in a jurisdiction where such Seller does not file a Tax Return that such Seller is or material liability for Taxes may be subject to taxation in such jurisdiction with respect to Tidelands Taxes that are the subject of such Tax Return. e. Each Seller has complied in all material respects with all applicable Laws, rules and Tidelands Bank. No material issues regulations relating to Taxes of Tidelands or Tidelands Bank were raised by the relevant governmental entity in any completed audit or examination that would reasonably be expected to recur in a later taxable period. None of Tidelands, Tidelands Bank or any predecessor has waived any statute of limitations in respect payment and withholding of Taxes in connection with amounts paid or agreed owing to any extension of time with respect to a Tax assessmentemployee, deficiencyindependent contractor, creditor, stockholder, nonresident or collectionother third party, or has made any request in writing for any such extension or waiver, that remains in effect. There is not currently in effect any power of attorney authorizing any Person to act on behalf of Tidelands or Tidelands Bank, or receive information relating to Tidelands or Tidelands Bank, with respect to any Tax matter. (v) Neither Tidelands nor Tidelands Bank has requested or received any ruling from any governmental entity, or signed any binding agreement with any governmental entity (including, without limitation, any advance pricing agreement) that would affect any amount of Tax payable after the Closing Date and has not made any request for issuance of a ruling from a governmental entity on behalf of the Tidelands or Tidelands Bank (regardless of whether the requested ruling is still pending or withdrawn). (vi) Each of Tidelands and Tidelands Bank has withheld and timely paid to the appropriate Governmental Body all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, shareholder stockholder, nonresident or other third party. f. No Seller has executed or filed with any Governmental Body any agreement or waiver extending the period for assessment, reassessment or collection of any Taxes (other than as the result extending the time to file a Tax Return) which agreement or waiver is still in effect. Sellers have not made an election to treat any Acquired Asset as, and all Tax Returns (including without limitation all Internal Revenue Service (no Acquired Asset is, owned by another Person or “IRStax exempt bond-financed property” or “tax-exempt use property”) Forms W-2 and 1099) required with respect thereto have been properly completed and timely filed with, and supplied to, the appropriate parties. (vii) Except for any customary agreements with customers, vendors, lenders, lessors or the like entered into in the ordinary course of business, neither Tidelands nor Tidelands Bank is a party to or bound by or has any obligation under any Tax sharing, allocation or indemnification agreement or similar contract or arrangement or any agreement that obligates it to make any payment computed by reference to the Taxes, taxable income or taxable losses of any other Person. (viii) Except for the affiliated group of which Tidelands is the common parent, each of Tidelands and Tidelands Bank is not and has never been a member of an affiliated group of corporations within the meaning of Section 1504 168 of the Code or under any group that comparable provision of state or local Tax Law. No Acquired Asset secures debt the interest on which is tax-exempt under Section 103(a) of the Code or is subject to a “section 467 rental agreement” within the meaning of Section 467(d) of the Code. g. No Seller has filed a combined, consolidated or unitary Tax Return. Neither Tidelands nor Tidelands Bank is liable Liability for the Taxes of any other Person (including an individual, corporation, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union or other entity or governmental entity) other than Tidelands and Tidelands Bank (i) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), (ii) as a transferee or successor, (iii) by contractLaw, Contract or (iv) otherwise. (ix) Neither Tidelands nor Tidelands Bank h. No Seller has constituted either a engaged in any “distributing corporationlisted transaction” or a “controlled corporation” in a distribution within the meaning of stock intended to qualify for tax-free treatment under Section 355 or Section 361 of the Code. (x) Neither Tidelands nor Tidelands Bank has been a party to a “reportable transaction,” as such term is defined in Treasury Regulations Regulation Section 1.6011-4(b)(1) (other than such transactions that have been properly reported) or any other substantially similar transaction requiring disclosure under analogous provisions of state, local or foreign Tax law. (xi) Tidelands has not taken any action not in accordance with past practice that would have the effect of deferring a measure of Tax from a period (or portion thereof) ending on or before the Closing Date to a period (or portion thereof) beginning after the Closing Date. Tidelands has no deferred income or other Tax Liability arising out of any transaction, including, without limitation, any (i) intercompany transaction (as defined in Treasury Regulations Section 1.1502-13), (ii) the disposal of any property in a transaction accounted for under the installment method pursuant to Section 453 of the Code, (iii) excess loss account (as defined in Treasury Regulations Section 1.1502-19) with respect to the stock of any subsidiary of Tidelands, (iv) use of the long-term contract method of accounting, or (v) receipt of any prepaid amount on or before the Closing Date. Neither Tidelands nor Tidelands Bank has made an election under Section 108(i) of the Code (or any corresponding provision of state, local or foreign law4(b). (xii) Tidelands has delivered or made available to United for inspection complete and correct copies of (i) its federal and state income and franchise Tax Returns and reports for the past three (3) taxable periods ended on or after December 31, 2014, and has indicated those Tax Returns that have been audited and those Tax Returns that are currently the subject of an audit, and (ii) all private letter rulings, revenue agent reports, settlement agreements, a description of all deficiency notices and any similar documents submitted by, received by or agreed to by or on behalf of Tidelands, Tidelands Bank, and any predecessor thereof and relating to Taxes for such taxable periods. Tidelands has delivered or made available to United the amount of any net operating loss, net capital loss, unused investment or other credit, unused foreign tax or excess charitable deduction available for use by Tidelands or Tidelands Bank. There is currently no limitation on the use of the Tax attributes of Tidelands and Tidelands Bank under Sections 269, 382, 383, 384 or 1502 of the Code (and similar provisions of state, local or foreign Tax law). (xiii) No closing agreement pursuant to Section 7121 of the Code (or any similar provision of state, local or non-U.S. law) has been entered into by or with respect to the Tidelands or Tidelands Bank.

Tax Returns; Taxes. Except as set forth on Schedule 3.2.15, (ia) Each of Tidelands and Tidelands Bank has (i) duly and timely filed with the appropriate governmental entity all Tax Returns required with respect to be the Essex WW Business due to have been filed by it (taking into account any through the date hereof in accordance with all applicable extensions), Laws have been duly filed and all such Tax Returns are true, correct and complete in all material respects respects; (b) all Taxes, deposits and prepared in compliance other payments with all applicable laws and (ii) timely paid all Taxes due and owing respect to the Essex WW Business for which an Essex Entity has liability (whether or not shown due on any Tax Returns). Neither Tidelands nor Tidelands Bank Return) have been paid in full or will be accrued as liabilities for Taxes on Essex Closing Balance Sheet; (c) the amounts so paid, together with all amounts accrued as liabilities for Taxes (including Taxes accrued as currently is the beneficiary of any extension of time within which to file any Tax Return. To the knowledge of Tidelands, no claim has ever been made by a governmental entity in a jurisdiction where Tidelands and Tidelands Bank do not file Tax Returns that Tidelands or Tidelands Bank is or may be subject to taxation by that jurisdiction. Neither Tidelands nor Tidelands Bank has commenced activities in any jurisdiction which will result in an initial filing of a Tax Return with respect to Taxes imposed by a governmental entity that it had not previously been required to file in the immediately preceding taxable period. (ii) The unpaid Taxes of Tidelands and Tidelands Bank (A) did not, as of December 31, 2015, exceed the reserve for Tax liabilities (payable but excluding any reserve for deferred Taxes established accrual to reflect timing differences between book and Tax income) set forth on the face of the balance sheets (rather than in any notes thereto) contained in the Tidelands Essex Financial Statements, which were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Since December 31, 2015, neither Tidelands nor Tidelands Bank has incurred any liability for Taxes outside the ordinary course of business or otherwise inconsistent with past custom and practice. (iii) There are no liens, charges, restrictions, encumbrances or claims of any kind (collectively, “Liens”) for Taxes upon any property or asset of Tidelands or Tidelands Bank, except for Liens for current Taxes the payment of which is not yet delinquent, or for Taxes contested in good faith through appropriate proceedings and reserved against in accordance with GAAP. (iv) There are no deficiencies for Taxes Statements with respect to Tidelands the Essex WW Business, shall be adequate based on the tax rates and Tidelands Bank that applicable Laws in effect to satisfy all liabilities for Taxes of the Essex Entities with respect to the Essex WW Business in any jurisdiction through the Closing Date, including Taxes accruable upon income earned through the Closing Date; (d) there are not now any extensions of time in effect with respect to the dates on which any Tax Returns with respect to the Essex WW Business were or are due to be filed by an Essex Entity; (e) all Tax deficiencies asserted as a result of any examination by a Governmental Entity of a Tax Return of an Essex Entity with respect to the Essex WW Business have been set forth paid in full, accrued on Essex Financial Statements or claimed finally settled, and no issue has been raised in writingany such examination that, by application of the same or similar principles, reasonably could be expected to result in a proposed Tax deficiency for any other period not so examined; (f) no claims have been asserted and no proposals or deficiencies for any Taxes of an Essex Entity with respect to the Essex WW Business are being asserted, proposed or, to the knowledge Knowledge of TidelandsEssex, proposed threatened, or assessed by a governmental entity. There are expected to be assessed, and no pending, or, to the knowledge audit or investigation of Tidelands, proposed or threatened audits, investigations, disputes or claims or other actions for or relating to any Tax Return or material liability for Taxes of an Essex Entity with respect to Tidelands and Tidelands Bank. No material issues relating to Taxes of Tidelands the Essex WW Business is currently underway, pending or Tidelands Bank were raised threatened; (g) no claim has been made since January 1, 2003 against an Essex Entity by the relevant governmental entity in any completed audit or examination that would reasonably be expected to recur Governmental Entity in a later taxable period. None of Tidelands, Tidelands Bank or any predecessor has waived any statute of limitations in respect of Taxes or agreed to any extension of time jurisdiction where the applicable Essex Entity does not file Tax Returns with respect to a Tax assessment, deficiency, the Essex WW Business that such Essex Entity is or collection, or has made any request in writing for any such extension or waiver, that remains in effect. There is not currently in effect any power of attorney authorizing any Person may be subject to act on behalf of Tidelands or Tidelands Bank, or receive information relating to Tidelands or Tidelands Bank, taxation with respect to any Tax matter. the Essex WW Business in such jurisdiction; (vh) Neither Tidelands nor Tidelands Bank has requested or received any ruling from any governmental entity, or signed any binding agreement with any governmental entity (including, without limitation, any advance pricing agreement) that would affect any amount of Tax payable after the Closing Date and has not made any request for issuance of a ruling from a governmental entity on behalf of the Tidelands or Tidelands Bank (regardless of whether the requested ruling is still pending or withdrawn). (vi) Each of Tidelands and Tidelands Bank each Essex Entity has withheld and paid all Taxes with respect to the Essex WW Business required to have been withheld and paid by it in connection with amounts paid or owing to any employee, independent contractor, creditor, creditor or shareholder thereof or other third party, ; (i) there are no outstanding waivers or agreements between any Governmental Entity and all Tax Returns (including without limitation all Internal Revenue Service (“IRS”) Forms W-2 and 1099) required an Essex Entity or for the extension of time for the assessment of any Taxes or deficiency thereof with respect thereto have been properly completed to the Essex WW Business, nor are there any requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by an Essex Entity or any other matter pending between an Essex Entity and timely filed with, and supplied to, the appropriate parties. any Governmental Entity; (viij) Except there are no Encumbrances for any customary agreements Taxes with customers, vendors, lenders, lessors respect to an Essex Entity or the like entered into in Essex WW Assets other than Encumbrances for Taxes that are not yet due and payable, nor is there any such Lien that is pending or, to the ordinary course Knowledge of businessEssex, neither Tidelands nor Tidelands Bank threatened; and (k) no Essex Entity is a party to or bound by or has any obligation under any Tax sharing, allocation or indemnification agreement or similar contract or arrangement or any agreement that obligates it to make any payment computed by reference to the Taxes, taxable income or taxable losses of any other Personsharing agreement. (viii) Except for the affiliated group of which Tidelands is the common parent, each of Tidelands and Tidelands Bank is not and has never been a member of an affiliated group of corporations within the meaning of Section 1504 of the Code or any group that has filed a combined, consolidated or unitary Tax Return. Neither Tidelands nor Tidelands Bank is liable for the Taxes of any Person (including an individual, corporation, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union or other entity or governmental entity) other than Tidelands and Tidelands Bank (i) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), (ii) as a transferee or successor, (iii) by contract, or (iv) otherwise. (ix) Neither Tidelands nor Tidelands Bank has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 or Section 361 of the Code. (x) Neither Tidelands nor Tidelands Bank has been a party to a “reportable transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(1) (other than such transactions that have been properly reported) or any other substantially similar transaction requiring disclosure under analogous provisions of state, local or foreign Tax law. (xi) Tidelands has not taken any action not in accordance with past practice that would have the effect of deferring a measure of Tax from a period (or portion thereof) ending on or before the Closing Date to a period (or portion thereof) beginning after the Closing Date. Tidelands has no deferred income or other Tax Liability arising out of any transaction, including, without limitation, any (i) intercompany transaction (as defined in Treasury Regulations Section 1.1502-13), (ii) the disposal of any property in a transaction accounted for under the installment method pursuant to Section 453 of the Code, (iii) excess loss account (as defined in Treasury Regulations Section 1.1502-19) with respect to the stock of any subsidiary of Tidelands, (iv) use of the long-term contract method of accounting, or (v) receipt of any prepaid amount on or before the Closing Date. Neither Tidelands nor Tidelands Bank has made an election under Section 108(i) of the Code (or any corresponding provision of state, local or foreign law). (xii) Tidelands has delivered or made available to United for inspection complete and correct copies of (i) its federal and state income and franchise Tax Returns and reports for the past three (3) taxable periods ended on or after December 31, 2014, and has indicated those Tax Returns that have been audited and those Tax Returns that are currently the subject of an audit, and (ii) all private letter rulings, revenue agent reports, settlement agreements, a description of all deficiency notices and any similar documents submitted by, received by or agreed to by or on behalf of Tidelands, Tidelands Bank, and any predecessor thereof and relating to Taxes for such taxable periods. Tidelands has delivered or made available to United the amount of any net operating loss, net capital loss, unused investment or other credit, unused foreign tax or excess charitable deduction available for use by Tidelands or Tidelands Bank. There is currently no limitation on the use of the Tax attributes of Tidelands and Tidelands Bank under Sections 269, 382, 383, 384 or 1502 of the Code (and similar provisions of state, local or foreign Tax law). (xiii) No closing agreement pursuant to Section 7121 of the Code (or any similar provision of state, local or non-U.S. law) has been entered into by or with respect to the Tidelands or Tidelands Bank.

Tax Returns; Taxes. (i) Each of Tidelands Southcoast and Tidelands the Bank has (i) duly and timely filed with the appropriate governmental entity all Tax Returns required to be filed by it (taking into account any applicable extensions), and all such Tax Returns are true, correct and complete in all material respects and prepared in compliance with all applicable laws and (ii) timely paid all Taxes due and owing (whether or not shown due on any Tax Returns). Neither Tidelands Southcoast nor Tidelands the Bank currently is the beneficiary of any extension of time within which to file any Tax Return. To the knowledge of Tidelands, no No claim has ever been made by a governmental entity in a jurisdiction where Tidelands Southcoast and Tidelands the Bank do not file Tax Returns that Tidelands Southcoast or Tidelands the Bank is or may be subject to taxation by that jurisdiction. Neither Tidelands Southcoast nor Tidelands the Bank has commenced activities in any jurisdiction which will result in an initial filing of a Tax Return with respect to Taxes imposed by a governmental entity that it had not previously been required to file in the immediately preceding taxable period. (ii) The unpaid Taxes of Tidelands Southcoast and Tidelands the Bank (A) did not, as of December 31, 20152014, exceed the reserve for Tax liabilities (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the balance sheets (rather than in any notes thereto) contained in the Tidelands Southcoast Financial Statements, which were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Since December 31, 20152014, neither Tidelands Southcoast nor Tidelands the Bank has incurred any liability for Taxes outside the ordinary course of business or otherwise inconsistent with past custom and practice. (iii) There are no liens, charges, restrictions, encumbrances or claims of any kind (collectively, “Liens”) for Taxes upon any property or asset of Tidelands Southcoast or Tidelands the Bank, except for Liens for current Taxes the payment of which is not yet delinquent, or for Taxes contested in good faith through appropriate proceedings and reserved against in accordance with GAAP. (iv) There are no deficiencies for Taxes with respect to Tidelands Southcoast and Tidelands the Bank that have been set forth or claimed in writing, or, to the knowledge of Tidelands, or proposed or assessed by a governmental entity. There are no pending, proposed or, to the knowledge of TidelandsSouthcoast, proposed or threatened audits, investigations, disputes or claims or other actions for or relating to any Tax Return or material liability for Taxes with respect to Tidelands Southcoast and Tidelands the Bank. No material issues relating to Taxes of Tidelands Southcoast or Tidelands the Bank were raised by the relevant governmental entity in any completed audit or examination that would reasonably be expected to recur in a later taxable period. None of TidelandsSouthcoast, Tidelands the Bank or any predecessor has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment, assessment or deficiency, or collection, or has made any request in writing for any such extension or waiver, that remains in effect. There Except as set forth in Section 3.2(f)(iv) of the Disclosure Memorandum, there is not currently in effect any power of attorney authorizing any Person to act on behalf of Tidelands Southcoast or Tidelands the Bank, or receive information relating to Tidelands Southcoast or Tidelands the Bank, with respect to any Tax matter. (v) Neither Tidelands Southcoast nor Tidelands the Bank has requested or received any ruling from any governmental entity, or signed any binding agreement with any governmental entity (including, without limitation, any advance pricing agreement) that would affect any amount of Tax payable after the Closing Date and has not made any request for issuance of a ruling from a governmental entity on behalf of the Tidelands or Tidelands Bank (regardless of whether the requested ruling is still pending or withdrawn).of (vi) Each of Tidelands Southcoast and Tidelands the Bank 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, shareholder or other third party, and all Tax Returns (including without limitation all Internal Revenue Service (“IRS”) IRS Forms W-2 and 1099) required with respect thereto have been properly completed and timely filed with, and supplied to, the appropriate parties. (vii) Except for any such customary agreements with customers, vendors, lenders, lessors or the like entered into in the ordinary course of businessbusiness (each of which is not specifically entered into to address Taxes), neither Tidelands Southcoast nor Tidelands the Bank is a party to or bound by or has any obligation under any Tax sharing, allocation or indemnification agreement or similar contract or arrangement or any agreement that obligates it to make any payment computed by reference to the Taxes, taxable income or taxable losses of any other Person. (viii) Except for the affiliated group of which Tidelands Southcoast is the common parent, each of Tidelands Southcoast and Tidelands the Bank is not and has never been a member of an affiliated group of corporations within the meaning of Section 1504 of the Code or any group that has filed a combined, consolidated or unitary Tax Return. Neither Tidelands Southcoast nor Tidelands the Bank is liable for the Taxes of any Person (including an individual, corporation, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union or other entity or governmental entity) other than Tidelands Southcoast and Tidelands the Bank (i) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), (ii) as a transferee or successor, (iii) by contract, or (iv) otherwise. (ix) Neither Tidelands Southcoast nor Tidelands the Bank has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-tax- free treatment under Section 355 or Section 361 of the Code. (x) Neither Tidelands Southcoast nor Tidelands the Bank has taken any action, failed to take any action, or knows of any fact that would be reasonably expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. (xi) Neither Southcoast nor the Bank has been a party to a “reportable transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(1) (other than such transactions that have been properly reported) or any other substantially similar transaction requiring disclosure under analogous provisions of state, local or foreign Tax law. (xixii) Tidelands Southcoast has not taken any action not in accordance with past practice that would have the effect of deferring a measure of Tax from a period (or portion thereof) ending on or before the Closing Date to a period (or portion thereof) beginning after the Closing Date. Tidelands Southcoast has no deferred income or other Tax Liability arising out of any transaction, including, without limitation, any (i) intercompany transaction (as defined in Treasury Regulations Section 1.1502-13), (ii) the disposal of any property in a transaction accounted for under the installment method pursuant to Section 453 of the Code, (iii) excess loss account (as defined in Treasury Regulations Section 1.1502-19) with respect to the stock of any subsidiary of TidelandsSouthcoast, (iv) use of the long-term contract method of accounting, or (v) receipt of any prepaid amount on or before the Closing Date. Neither Tidelands Southcoast nor Tidelands the Bank has made an election under Section 108(i) of the Code (or any corresponding provision of state, local or foreign law). (xii) Tidelands has delivered or made available to United for inspection complete and correct copies of (i) its federal and state income and franchise Tax Returns and reports for the past three (3) taxable periods ended on or after December 31, 2014, and has indicated those Tax Returns that have been audited and those Tax Returns that are currently the subject of an audit, and (ii) all private letter rulings, revenue agent reports, settlement agreements, a description of all deficiency notices and any similar documents submitted by, received by or agreed to by or on behalf of Tidelands, Tidelands Bank, and any predecessor thereof and relating to Taxes for such taxable periods. Tidelands has delivered or made available to United the amount of any net operating loss, net capital loss, unused investment or other credit, unused foreign tax or excess charitable deduction available for use by Tidelands or Tidelands Bank. There is currently no limitation on the use of the Tax attributes of Tidelands and Tidelands Bank under Sections 269, 382, 383, 384 or 1502 of the Code (and similar provisions of state, local or foreign Tax law). (xiii) No closing agreement pursuant to Section 7121 of the Code (or any similar provision of state, local or non-U.S. law) has been entered into by or with respect to the Tidelands or Tidelands Bank.

Tax Returns; Taxes. Except as set forth in Section 4.21 of the Company Disclosure Schedule: (ia) Each of Tidelands and Tidelands Bank The Company has (i) duly and timely filed, or has caused to be timely filed with the appropriate governmental entity on its behalf, taking into account any properly granted extension of time in which to file, all material Tax Returns required to be filed by it (taking into account any applicable extensions)or with respect to it, and all such Tax Returns are true, correct and complete in all material respects and prepared in compliance with all applicable laws and (ii) timely paid all respects. All Taxes due and owing by the Company (whether or not shown due on any Tax Returns)) have been timely paid. Neither Tidelands nor Tidelands Bank The Company is not currently is the beneficiary of any extension of time within which to file any Tax Return. To the knowledge of Tidelands, no No claim has ever been made by a governmental entity Tax Authority in a jurisdiction where Tidelands and Tidelands Bank do the Company does not file a Tax Returns Return that Tidelands or Tidelands Bank the Company is or may be subject to taxation by that jurisdiction. Neither Tidelands nor Tidelands Bank has commenced activities in any jurisdiction which will result in an initial filing For avoidance of a Tax Return doubt, no representation or warranty is made with respect to Taxes imposed the amount of the Company’s federal or state income Tax net operating losses or Tax credits attributable to Pre-Closing Tax Periods available for use by a governmental entity that it had not previously been required Purchaser or the Surviving Corporation to file in offset Purchaser’s or the immediately preceding Surviving Corporation’s taxable periodincome for any taxable periods beginning after the Closing Date. (iib) The unpaid Taxes of Tidelands and Tidelands Bank (A) the Company did not, as of December 31, 2015the date of the Company Unaudited Balance Sheet, exceed the reserve for Tax liabilities liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the balance sheets Company Unaudited Balance Sheet (rather than in any notes thereto) contained in the Tidelands Financial Statements, which were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Since December 31the date of the Company Unaudited Balance Sheet, 2015, neither Tidelands nor Tidelands Bank the Company has not incurred any liability for Taxes outside the ordinary course of business or otherwise inconsistent with past custom and practiceOrdinary Course. (iiic) There are no liens, charges, restrictions, encumbrances or claims of any kind (collectively, “Liens”) for Taxes upon any property or asset of Tidelands or Tidelands Bank, except for Liens for current Taxes the payment of which is not yet delinquent, or for Taxes contested in good faith through appropriate proceedings and reserved against in accordance with GAAP. (iv) There are no No deficiencies for Taxes with respect to Tidelands and Tidelands Bank that the Company have been set forth proposed, asserted or claimed in writingassessed by any Tax Authority, which have not been fully paid. There are no pending (or, to the knowledge of TidelandsCompany’s Knowledge, proposed or assessed by a governmental entity. There are no pending, or, to the knowledge of Tidelands, proposed or threatened threatened) audits, investigations, disputes or claims assessments or other actions Actions for or relating to any liability in respect of Taxes of the Company. There are no matters under discussion with any Tax Return Authority, or material Known to the Company, with respect to Taxes that are likely to result in an additional liability for Taxes with respect to Tidelands and Tidelands Bankthe Company. No material issues relating to Taxes of Tidelands or Tidelands Bank the Company were raised by the relevant governmental entity Tax Authority in any completed audit or examination that would reasonably be expected to recur result in a material amount of Taxes in a later taxable period. (d) The Company has delivered or made available to the Purchaser complete and accurate copies of all federal, state, local and foreign Tax Returns of the Company filed since December 31, 2007, and accurate copies of all audit or examination reports and statements of deficiencies assessed against or agreed to by the Company since December 31, 2007. None of Tidelands, Tidelands Bank or any predecessor The Company has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment, assessment or deficiency, which extension or collectionwaiver remains currently in effect, or nor has made any request been made in writing for any such extension or waiver, that remains in effect. There is not currently in effect any No power of attorney authorizing any Person to act on behalf of Tidelands or Tidelands Bank, or receive information relating to Tidelands or Tidelands Bank, with respect to any Taxes of the Company has been executed or filed with any Tax matterAuthority which is currently in effect. (ve) Neither Tidelands nor Tidelands Bank has requested There are no material Liens for Taxes upon any property or received any ruling from any governmental entity, or signed any binding agreement with any governmental entity (including, without limitation, any advance pricing agreement) that would affect any amount of Tax payable after the Closing Date and has not made any request for issuance of a ruling from a governmental entity on behalf asset of the Tidelands or Tidelands Bank (regardless of whether the requested ruling is still pending or withdrawn)Company other than Permitted Liens. (vif) Each of Tidelands and Tidelands Bank has withheld and paid all Taxes required to have been withheld and paid in connection The Company is not a partner for Tax purposes with amounts paid or owing respect to any employeejoint venture, independent contractorpartnership, creditor, shareholder or other third party, and all arrangement which is treated as a partnership for Tax Returns (including without limitation all Internal Revenue Service (“IRS”) Forms W-2 and 1099) required with respect thereto have been properly completed and timely filed with, and supplied to, the appropriate partiespurposes. (viig) Except for any customary agreements with customers, vendors, lenders, lessors or the like entered into in the ordinary course of business, neither Tidelands nor Tidelands Bank is a party to or bound by or has any obligation under any Tax sharing, allocation or indemnification agreement or similar contract or arrangement or any agreement that obligates it to make any payment computed by reference to the Taxes, taxable income or taxable losses of any other Person. (viii) Except for the affiliated group of which Tidelands is the common parent, each of Tidelands and Tidelands Bank The Company is not and has never been a member of an affiliated group of corporations within the meaning of Section 1504 of the Code party to or bound by any group that has filed a combinedTax indemnity agreement, consolidated Tax sharing agreement, Tax allocation agreement or unitary Tax Return. Neither Tidelands nor Tidelands Bank is liable for the Taxes of any Person (including an individualsimilar Contract, corporation, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union or other entity or governmental entity) other than Tidelands and Tidelands Bank (i) under Treasury Regulations Section 1.1502-6 (or any similar provision commercial agreements the principal purpose of state, local or foreign law), (ii) as a transferee or successor, (iii) by contract, or (iv) otherwisewhich is unrelated to Taxes. (ixh) Neither Tidelands nor Tidelands Bank The Company is not and has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 or Section 361 of the Code. (x) Neither Tidelands nor Tidelands Bank has never been a party to a transaction that is, or is substantially similar, to a “reportable transaction,” or a “transaction of interest” as such term is defined in Treasury Regulations Section 1.6011-4(b)(1) (other than such transactions that have been properly reported) 4(b), or any other substantially similar transaction requiring disclosure under analogous provisions of state, local or foreign Tax law. (xi) Tidelands . If the Company has not taken entered into any action not in accordance with past practice that transaction such that, if the treatment claimed by it were to be disallowed, the transaction would have constitute a substantial understatement of federal income Tax within the effect meaning of deferring a measure of Tax from a period (or portion thereof) ending on or before the Closing Date to a period (or portion thereof) beginning after the Closing Date. Tidelands has no deferred income or other Tax Liability arising out of any transaction, including, without limitation, any (i) intercompany transaction (as defined in Treasury Regulations Section 1.1502-13), (ii) the disposal of any property in a transaction accounted for under the installment method pursuant to Section 453 6662 of the Code, then the Company believes that it has either (iiix) excess loss account (as defined in Treasury Regulations Section 1.1502-19) with respect to substantial authority for the stock tax treatment of any subsidiary of Tidelands, (iv) use of the long-term contract method of accounting, such transaction or (vy) receipt disclosed on its Tax Return the relevant facts affecting the tax treatment of any prepaid amount on or before the Closing Date. Neither Tidelands nor Tidelands Bank has made an election under Section 108(i) of the Code (or any corresponding provision of state, local or foreign law). (xii) Tidelands has delivered or made available to United for inspection complete and correct copies of (i) its federal and state income and franchise Tax Returns and reports for the past three (3) taxable periods ended on or after December 31, 2014, and has indicated those Tax Returns that have been audited and those Tax Returns that are currently the subject of an audit, and (ii) all private letter rulings, revenue agent reports, settlement agreements, a description of all deficiency notices and any similar documents submitted by, received by or agreed to by or on behalf of Tidelands, Tidelands Bank, and any predecessor thereof and relating to Taxes for such taxable periods. Tidelands has delivered or made available to United the amount of any net operating loss, net capital loss, unused investment or other credit, unused foreign tax or excess charitable deduction available for use by Tidelands or Tidelands Bank. There is currently no limitation on the use of the Tax attributes of Tidelands and Tidelands Bank under Sections 269, 382, 383, 384 or 1502 of the Code (and similar provisions of state, local or foreign Tax law). (xiii) No closing agreement pursuant to Section 7121 of the Code (or any similar provision of state, local or non-U.S. law) has been entered into by or with respect to the Tidelands or Tidelands Bank.such

Tax Returns; Taxes. (i) Each of Tidelands Amrion and Tidelands Bank has (i) Natrix have duly filed all U.S. federal and timely filed with the appropriate governmental entity all Tax Returns material state, county, local and foreign tax returns and reports required to be filed by it (taking into account any applicable extensions)it, including those with respect to income, payroll, property, withholding, social security, unemployment, franchise, excise and sales taxes and all such Tax Returns returns and reports are true, correct and complete in all material respects and prepared respects; have either paid in compliance with full all applicable laws and (ii) timely paid all Taxes taxes that have become due and owing (whether or not shown due as reflected on any Tax Returns)return or report and any interest and penalties with respect thereto or have fully accrued on its books or have established adequate reserves for all taxes payable but not yet due; and have made cash deposits with appropriate governmental authorities representing estimated payments of taxes, including income taxes and employee withholding tax obligations. Neither Tidelands nor Tidelands Bank currently is the beneficiary No extension or waiver of any extension statute of limitations or time within which to file any Tax Return. To the knowledge of Tidelands, no claim return has ever been made granted to or requested by a governmental entity in a jurisdiction where Tidelands and Tidelands Bank do not file Tax Returns that Tidelands Amrion or Tidelands Bank is or may be subject to taxation by that jurisdiction. Neither Tidelands nor Tidelands Bank has commenced activities in any jurisdiction which will result in an initial filing of a Tax Return Natrix with respect to Taxes imposed by a any tax. No unsatisfied deficiency, delinquency or default for any tax, assessment or governmental entity that it had not previously charge has been required to file in the immediately preceding taxable period. (ii) The unpaid Taxes claimed, proposed or assessed against Amrion or Natrix, nor has Amrion or Natrix received notice of Tidelands any such deficiency, delinquency or default. Amrion and Tidelands Bank (A) did not, as of December 31, 2015, exceed the reserve for Tax Natrix have no material tax liabilities (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth other than those reflected on the face of the balance sheets (rather than Amrion Balance Sheet and those arising in any notes thereto) contained in the Tidelands Financial Statements, which were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Since December 31, 2015, neither Tidelands nor Tidelands Bank has incurred any liability for Taxes outside the ordinary course of business or otherwise inconsistent with past custom and practice. (iii) There are no liens, charges, restrictions, encumbrances or claims of any kind (collectively, “Liens”) for Taxes upon any property or asset of Tidelands or Tidelands Bank, except for Liens for current Taxes since the payment of which is not yet delinquent, or for Taxes contested in good faith through appropriate proceedings and reserved against in accordance with GAAP. (iv) There are no deficiencies for Taxes with respect to Tidelands and Tidelands Bank that have been set forth or claimed in writing, or, to the knowledge of Tidelands, proposed or assessed by a governmental entitydate thereof. There are no pending, or, to the knowledge of Tidelands, proposed or threatened audits, investigations, disputes or claims or other actions for or relating to any Tax Return or material liability for Taxes with respect to Tidelands and Tidelands Bank. No material issues relating to Taxes of Tidelands or Tidelands Bank were raised by the relevant governmental entity in any completed audit or examination that would reasonably be expected to recur in a later taxable period. None of Tidelands, Tidelands Bank or any predecessor has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment, deficiency, or collection, or has made any request in writing for any such extension or waiver, that remains in effect. There is not currently in effect any power of attorney authorizing any Person to act on behalf of Tidelands or Tidelands Bank, or receive information relating to Tidelands or Tidelands Bank, with respect to any Tax matter. (v) Neither Tidelands nor Tidelands Bank has requested or received any ruling from any governmental entity, or signed any binding agreement with any governmental entity (including, without limitation, any advance pricing agreement) that would affect any amount of Tax payable after the Closing Date and has not made any request for issuance of a ruling from a governmental entity on behalf of the Tidelands or Tidelands Bank (regardless of whether the requested ruling is still pending or withdrawn). (vi) Each of Tidelands and Tidelands Bank 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, shareholder or other third party, and all Tax Returns (including without limitation all Internal Revenue Service (“IRS”) Forms W-2 and 1099) required with respect thereto have been properly completed and timely filed with, and supplied to, the appropriate parties. (vii) Except for any customary agreements with customers, vendors, lenders, lessors or the like entered into in the ordinary course of business, neither Tidelands nor Tidelands Bank is a party to or bound by or has any obligation under any Tax sharing, allocation or indemnification agreement or similar contract or arrangement or any agreement that obligates it to Amrion will make any payment computed by reference to the Taxes, taxable income or taxable losses of any other Person. (viii) Except for the affiliated group of which Tidelands is the common parent, each of Tidelands and Tidelands Bank is not and has never been a member of an affiliated group of corporations within the meaning of Section 1504 of the Code or any group that has filed a combined, consolidated or unitary Tax Return. Neither Tidelands nor Tidelands Bank is liable for the Taxes of any Person (including an individual, corporation, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union or other entity or governmental entity) other than Tidelands and Tidelands Bank (i) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), (ii) as a transferee or successor, (iii) by contract, or (iv) otherwise. (ix) Neither Tidelands nor Tidelands Bank has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 or Section 361 of the Code. (x) Neither Tidelands nor Tidelands Bank has been a party to a “reportable transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(1) (other than such transactions that have been properly reported) or any other substantially similar transaction requiring disclosure under analogous provisions of state, local or foreign Tax law. (xi) Tidelands has not taken any action not in accordance with past practice that would have the effect of deferring a measure of Tax from a period (or portion thereof) ending on or before the Closing Date to a period (or portion thereof) beginning after the Closing Date. Tidelands has no deferred income or other Tax Liability arising out of any transaction, including, without limitation, any (i) intercompany transaction (as defined in Treasury Regulations Section 1.1502-13), (ii) the disposal of any property in a transaction accounted for under the installment method pursuant to Section 453 of the Code, (iii) excess loss account (as defined in Treasury Regulations Section 1.1502-19) with respect to the stock of any subsidiary of Tidelands, (iv) use of the long-term contract method of accounting, or (v) receipt of any prepaid amount on or before the Closing Date. Neither Tidelands nor Tidelands Bank has made an election under Section 108(i) of the Code (or any corresponding provision of state, local or foreign law). (xii) Tidelands has delivered or made available to United for inspection WFM true, complete and correct copies of (i) its Amrion's consolidated U.S. federal and state income and franchise Tax Returns and reports tax returns for the past three (3) taxable periods ended on or after December 31, 2014, last five years and has indicated those Tax Returns that have been audited and those Tax Returns that are currently the subject of an audit, and (ii) all private letter rulings, revenue agent reports, settlement agreements, a description of all deficiency notices and any similar documents submitted by, received make available such other tax returns requested by or agreed to by or on behalf of Tidelands, Tidelands Bank, and any predecessor thereof and relating to Taxes for such taxable periods. Tidelands has delivered or made available to United the amount of any net operating loss, net capital loss, unused investment or other credit, unused foreign tax or excess charitable deduction available for use by Tidelands or Tidelands BankWFM. There is currently no limitation on the use dispute or claim concerning any tax liability of the Tax attributes of Tidelands and Tidelands Bank under Sections 269, 382, 383, 384 or 1502 of the Code (and similar provisions of state, local or foreign Tax law). (xiii) No closing agreement pursuant to Section 7121 of the Code (Amrion or any similar provision of state, local its subsidiaries either: (a) raised by any taxing authority in writing; (b) as to which Amrion or non-U.S. lawany of its subsidiaries has received notice concerning a potential audit of any return filed by Amrion; and (c) has been entered into there is no outstanding audit or pending audit of any tax return filed by or with respect to the Tidelands or Tidelands Bank.Amrion. 8

Tax Returns; Taxes. (ia) Each of Tidelands and Tidelands Bank has (i) duly and timely filed with the appropriate governmental entity all All Tax Returns required due to be have been filed by it the Seller through the date hereof in accordance with all applicable Laws (taking into account any applicable extensions), pursuant to an extension of time or otherwise) have been duly filed and all such Tax Returns are true, correct and complete in all material respects respects. (b) All Taxes (including all installments on account thereof), deposits and prepared in compliance with all applicable laws and (ii) timely paid all Taxes other payments that are due and owing payable (whether or not shown due on any Tax Returns). Neither Tidelands nor Tidelands Bank Return) have been paid in full on a timely basis or are accrued as liabilities for Taxes in the 2009 Financial Statements. (c) The amounts so paid, together with all amounts accrued as liabilities for Taxes (including Taxes accrued as currently is payable but excluding any accrual to reflect timing differences between book and tax income) on the beneficiary books of the Seller, shall be adequate based on the tax rates and applicable Laws in effect to satisfy all liabilities for Taxes of the Seller in any jurisdiction through the Closing Date, including Taxes accruable upon income earned through the Closing Date. (d) There are not now any extensions of time in effect with respect to the dates on which any Tax Returns were or are due to be filed by the Seller. (e) All Tax deficiencies asserted as a result of any extension examination by a Governmental Entity of time within which a Tax Return of the Seller have been paid in full, accrued on the books of the Seller or finally settled, and no issue has been raised in any such examination that, by application of the same or similar principles, reasonably could be expected to file result in a proposed Tax deficiency for any other period not so examined. (f) No claims have been asserted and no proposals or deficiencies for any Taxes of the Seller are being asserted, proposed or, to the Knowledge of the Seller and the Partner Parties, threatened, and no audit or investigation of any Tax Return. To Return of the knowledge of TidelandsSeller is currently underway, no pending or threatened. (g) No claim has ever been made against the Seller by a governmental entity any Governmental Entity in a jurisdiction where Tidelands and Tidelands Bank do the Seller does not file Tax Returns that Tidelands or Tidelands Bank the Seller is or may be subject to taxation by that in such jurisdiction. Neither Tidelands nor Tidelands Bank has commenced activities in any jurisdiction which will result in an initial filing of a Tax Return with respect to Taxes imposed by a governmental entity that it had not previously been required to file in the immediately preceding taxable period. (iih) The unpaid Taxes of Tidelands Seller has duly and Tidelands Bank (A) did not, as of December 31, 2015, exceed the reserve for Tax liabilities (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the balance sheets (rather than in any notes thereto) contained in the Tidelands Financial Statements, which were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Since December 31, 2015, neither Tidelands nor Tidelands Bank has incurred any liability for Taxes outside the ordinary course of business timely withheld or otherwise inconsistent with past custom and practice. (iii) There are no liens, charges, restrictions, encumbrances or claims of any kind (collectively, “Liens”) for Taxes upon any property or asset of Tidelands or Tidelands Bank, except for Liens for current Taxes the payment of which is not yet delinquent, or for Taxes contested in good faith through appropriate proceedings and reserved against in accordance with GAAP. (iv) There are no deficiencies for Taxes with respect to Tidelands and Tidelands Bank that have been set forth or claimed in writing, or, to the knowledge of Tidelands, proposed or assessed by a governmental entity. There are no pending, or, to the knowledge of Tidelands, proposed or threatened audits, investigations, disputes or claims or other actions for or relating to any Tax Return or material liability for Taxes with respect to Tidelands and Tidelands Bank. No material issues relating to Taxes of Tidelands or Tidelands Bank were raised by the relevant governmental entity in any completed audit or examination that would reasonably be expected to recur in a later taxable period. None of Tidelands, Tidelands Bank or any predecessor has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment, deficiency, or collection, or has made any request in writing for any such extension or waiver, that remains in effect. There is not currently in effect any power of attorney authorizing any Person to act on behalf of Tidelands or Tidelands Bank, or receive information relating to Tidelands or Tidelands Bank, with respect to any Tax matter. (v) Neither Tidelands nor Tidelands Bank has requested or received any ruling from any governmental entity, or signed any binding agreement with any governmental entity (including, without limitation, any advance pricing agreement) that would affect any amount of Tax payable after the Closing Date and has not made any request for issuance of a ruling from a governmental entity on behalf of the Tidelands or Tidelands Bank (regardless of whether the requested ruling is still pending or withdrawn). (vi) Each of Tidelands and Tidelands Bank has withheld collected and paid all Taxes required to have been withheld and paid or collected by it in connection with amounts paid or owing to any employee, director, independent contractor, creditor, shareholder creditor or equity holder thereof or other third party, party and all Tax Returns (including without limitation all Internal Revenue Service (“IRS”) Forms W-2 and 1099) required with respect thereto have been properly completed has duly and timely filed with, and supplied to, remitted such amounts to the appropriate partiesGovernment Entity as required by applicable Laws. (viii) Except There are no outstanding waivers or agreements between any Governmental Entity and the Seller for the extension of time for the assessment of any customary agreements Taxes or deficiency thereof, nor are there any requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by the Seller or any other matter pending between the Seller and any Governmental Entity. (j) There are no Liens for Taxes with customers, vendors, lenders, lessors respect to the Seller or the like entered into in assets or properties of the ordinary course Seller, nor is there any such Lien that is pending or, to the Knowledge of businessthe Seller, neither Tidelands nor Tidelands Bank threatened. (k) The Seller is not a party to or bound by or has any obligation under any Tax sharing, allocation or indemnification agreement sharing agreement. (l) The Seller will not be required to include any item of income in, or similar contract or arrangement or exclude any agreement that obligates it to make any payment computed by reference to the Taxesitem of deduction from, taxable income or taxable losses of for any other Person. (viii) Except for the affiliated group of which Tidelands is the common parent, each of Tidelands and Tidelands Bank is not and has never been a member of an affiliated group of corporations within the meaning of Section 1504 of the Code or any group that has filed a combined, consolidated or unitary Tax Return. Neither Tidelands nor Tidelands Bank is liable for the Taxes of any Person (including an individual, corporation, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union or other entity or governmental entity) other than Tidelands and Tidelands Bank (i) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), (ii) as a transferee or successor, (iii) by contract, or (iv) otherwise. (ix) Neither Tidelands nor Tidelands Bank has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 or Section 361 of the Code. (x) Neither Tidelands nor Tidelands Bank has been a party to a “reportable transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(1) (other than such transactions that have been properly reported) or any other substantially similar transaction requiring disclosure under analogous provisions of state, local or foreign Tax law. (xi) Tidelands has not taken any action not in accordance with past practice that would have the effect of deferring a measure of Tax from a period (or portion thereof) ending on or before after the Closing Date to as a period (or portion thereof) beginning after the Closing Date. Tidelands has no deferred income or other Tax Liability arising out result of any transaction, including, without limitation, any (i) intercompany transaction (as defined change in Treasury Regulations Section 1.1502-13), method of accounting for a Tax period ending on or prior to the Closing Date; (ii) installment sale or open transaction disposition made on or prior to the disposal of any property in a transaction accounted for under the installment method pursuant to Section 453 of the Code, Closing Date; or (iii) excess loss account (as defined in Treasury Regulations Section 1.1502-19) with respect to the stock of any subsidiary of Tidelands, (iv) use of the long-term contract method of accounting, or (v) receipt of any prepaid amount received on or before prior to the Closing Date. Neither Tidelands nor Tidelands Bank has made an election . (m) The Seller is a Canadian Partnership under Section 108(i) of the Code Income Tax Act (or any corresponding provision of state, local or foreign lawCanada). (xiin) Tidelands has delivered The Seller is registered for purposes of the Excise Tax Act (Canada) and its GST registration number is 820725471RP001. Following the Closing, the Purchaser will have ownership, possession or made available to United for inspection complete and correct copies use of (i) its federal and state income and franchise Tax Returns and reports all or substantially all of the property that can reasonably be regarded as being necessary for the past three (3) taxable periods ended on or after December 31, 2014, and has indicated those Tax Returns that have been audited and those Tax Returns that are currently the subject of an audit, and (ii) all private letter rulings, revenue agent reports, settlement agreements, a description of all deficiency notices and any similar documents submitted by, received by or agreed Purchaser to by or on behalf of Tidelands, Tidelands Bank, and any predecessor thereof and relating be able to Taxes for such taxable periods. Tidelands has delivered or made available to United the amount of any net operating loss, net capital loss, unused investment or other credit, unused foreign tax or excess charitable deduction available for use by Tidelands or Tidelands Bank. There is currently no limitation carry on the use Business for the purposes of the Excise Tax attributes of Tidelands and Tidelands Bank under Sections 269, 382, 383, 384 or 1502 of the Code Act (and similar provisions of state, local or foreign Tax lawCanada). (xiii) No closing agreement pursuant to Section 7121 of the Code (or any similar provision of state, local or non-U.S. law) has been entered into by or with respect to the Tidelands or Tidelands Bank.

Tax Returns; Taxes. (a) SBI has duly filed: (i) Each of Tidelands all required federal and Tidelands Bank has (i) duly state tax returns and timely filed with the appropriate governmental entity all Tax Returns required to be filed by it (taking into account any applicable extensions), and all such Tax Returns are true, correct and complete in all material respects and prepared in compliance with all applicable laws reports; and (ii) timely paid all Taxes due required returns and owing (whether or not shown due on any Tax Returns). Neither Tidelands nor Tidelands Bank currently is the beneficiary reports of any extension of time within which to file any Tax Return. To the knowledge of Tidelands, no claim has ever been made by a other governmental entity in a units having jurisdiction where Tidelands and Tidelands Bank do not file Tax Returns that Tidelands or Tidelands Bank is or may be subject to taxation by that jurisdiction. Neither Tidelands nor Tidelands Bank has commenced activities in any jurisdiction which will result in an initial filing of a Tax Return with respect to Taxes taxes imposed by upon its income, properties, revenues, franchises, operations or other assets or taxes imposed which might create a material lien or encumbrance on any of such assets or affect adversely its business or operations. Such returns or reports were true, complete and correct, and SBI has paid, to the extent such taxes or other governmental entity that it had not previously been required to file in the immediately preceding taxable period. (ii) The unpaid Taxes of Tidelands charges have become due, all taxes and Tidelands Bank (A) did not, as of December 31, 2015, exceed the reserve for Tax liabilities (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) other governmental charges set forth in such returns or reports. All unpaid federal, state and local taxes and other governmental charges payable by SBI have been accrued or reserved on the face of the balance sheets (rather than in any notes thereto) contained in the Tidelands Financial Statements, which were prepared its books in accordance with U.S. generally accepted accounting principles applied on a basis consistent with prior periods (“GAAP”). Since December 31, 2015, neither Tidelands nor Tidelands Bank has incurred any liability Adequate reserves for Taxes outside the ordinary course of business or otherwise inconsistent with past custom and practice. (iii) There are no liens, charges, restrictions, encumbrances or claims of any kind (collectively, “Liens”) for Taxes upon any property or asset of Tidelands or Tidelands Bank, except for Liens for current Taxes the payment of which is taxes have been established on the books of SBI for all periods through the date hereof, whether or not yet delinquentdue and payable and whether or not disputed. Until the Closing Date, or SBI shall continue to provide adequate reserves for Taxes contested in good faith through appropriate proceedings and reserved against the payment of expected tax liabilities in accordance with GAAP. (iv) There are no deficiencies for Taxes with respect to Tidelands and Tidelands Bank that have been set forth . SBI has not received any notice of a tax deficiency or claimed in writing, orassessment of additional taxes of any kind and, to the knowledge of TidelandsSBI, proposed or assessed by a governmental entity. There are there is no pending, or, to the knowledge of Tidelands, proposed or threatened audits, investigations, disputes or claims or other actions for or relating to any Tax Return or material liability for Taxes with respect to Tidelands and Tidelands Bank. No material issues relating to Taxes of Tidelands or Tidelands Bank were raised by the relevant governmental entity in any completed audit or examination that would reasonably be expected to recur in a later taxable period. None of Tidelands, Tidelands Bank claim against SBI or any predecessor has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment, deficiency, or collection, or has made any request in writing basis for any such extension or waiverclaim, that remains in effect. There is not currently in effect any power of attorney authorizing any Person to act on behalf of Tidelands or Tidelands Bank, or receive information relating to Tidelands or Tidelands Bank, with respect to any Tax matter. (v) Neither Tidelands nor Tidelands Bank has requested or received any ruling from any governmental entity, or signed any binding agreement with any governmental entity (including, without limitation, any advance pricing agreement) that would affect any amount of Tax payable after the Closing Date and has not made any request for issuance of a ruling from a governmental entity on behalf of the Tidelands or Tidelands Bank (regardless of whether the requested ruling is still pending or withdrawn). (vi) Each of Tidelands and Tidelands Bank 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, shareholder or other third party, and all Tax Returns (including without limitation all Internal Revenue Service (“IRS”) Forms W-2 and 1099) required with respect thereto have been properly completed and timely filed with, and supplied to, the appropriate parties. (vii) Except for any customary agreements with customers, vendors, lenders, lessors or the like entered into in the ordinary course of business, neither Tidelands nor Tidelands Bank is a party to or bound by or has any obligation under any Tax sharing, allocation or indemnification agreement or similar contract or arrangement or any agreement that obligates it to make any payment computed by reference to the Taxes, taxable income or taxable losses of any other Person. (viii) Except for the affiliated group of which Tidelands is the common parentadditional federal, each of Tidelands and Tidelands Bank is not and has never been a member of an affiliated group of corporations within the meaning of Section 1504 of the Code or any group that has filed a combined, consolidated or unitary Tax Return. Neither Tidelands nor Tidelands Bank is liable for the Taxes of any Person (including an individual, corporation, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union or other entity or governmental entity) other than Tidelands and Tidelands Bank (i) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), (ii) as a transferee or successor, (iii) by contract, or (iv) otherwise. (ix) Neither Tidelands nor Tidelands Bank has constituted either a “distributing corporation” or a “controlled corporation” taxes for any period prior to the date of this Agreement in a distribution of stock intended to qualify for tax-free treatment under Section 355 or Section 361 excess of the Code. (x) Neither Tidelands nor Tidelands Bank has been a party accruals or reserves with respect to a “reportable transaction,” as any such term is defined claim shown in Treasury Regulations Section 1.6011-4(b)(1) (other than such transactions that have been properly reported) or any other substantially similar transaction requiring disclosure under analogous provisions of state, local or foreign Tax law. (xi) Tidelands has not taken any action not in accordance with past practice that would have the effect of deferring a measure of Tax from a period (or portion thereof) ending on or before the Closing Date to a period (or portion thereof) beginning after the Closing Date. Tidelands has no deferred income or other Tax Liability arising out of any transaction, including, without limitation, any (i) intercompany transaction SBI Financial Statements (as defined in Treasury Regulations Section 1.1502-13), (ii4.2.6) or disclosed in the disposal notes thereto. There are no waivers or agreements by SBI for the extension of time for the assessment of any taxes. No federal or state income, employment or property in a transaction accounted for under the installment method pursuant to Section 453 of the Code, (iii) excess loss account (as defined in Treasury Regulations Section 1.1502-19) with respect to the stock of any subsidiary of Tidelands, (iv) use of the long-term contract method of accounting, or (v) receipt of any prepaid amount on or before the Closing Date. Neither Tidelands nor Tidelands Bank has made an election under Section 108(i) of the Code (or any corresponding provision of state, local or foreign law). (xii) Tidelands has delivered or made available to United for inspection complete and correct copies of (i) its federal and state income and franchise Tax Returns and reports for the past three (3) taxable periods ended on or after December 31, 2014, and has indicated those Tax Returns that have been audited and those Tax Returns that are tax return is currently the subject of an audit. (b) Except as set forth in the Disclosure Memorandum, proper and accurate amounts have been withheld by SBI from its employees for all periods in full and complete compliance with the tax withholding provisions of applicable federal, state and local tax laws, and proper and accurate federal, state and local tax returns have been filed by SBI for all periods for which returns were due with respect to withholding, social security and unemployment taxes, and the amounts shown thereon to be due and payable have been paid in full. (iic) all private letter rulings, revenue agent reports, settlement agreements, a description of all deficiency notices and any similar documents submitted by, received by or agreed to by or on behalf of Tidelands, Tidelands Bank, SBI (and any predecessor thereof and relating to Taxes for such taxable periods. Tidelands has delivered or made available to United the amount of any net operating loss, net capital loss, unused investment or other credit, unused foreign tax or excess charitable deduction available for use by Tidelands or Tidelands Bank. There is currently no limitation on the use of the Tax attributes of Tidelands and Tidelands Bank under Sections 269, 382, 383, 384 or 1502 of the Code (and similar provisions of state, local or foreign Tax law). (xiii) No closing agreement pursuant to Section 7121 of the Code (or any similar provision of state, local or non-U.S. lawSBI) has been entered into by or with respect a validly electing “S corporation” within the meaning of Sections 1361 and 1362 of the Internal Revenue Code of 1986 (the “Code”) at all times since its organization, and SBI will be an S corporation as defined in Section 1361(a)(1) of the Code, up to and including the Tidelands or Tidelands Bankday before the Closing Date. The SBI Disclosure Memorandum identifies each subsidiary of SBI that is a “qualified subchapter S subsidiary” as defined in Section §1361(b)(3)(B) of the Code. Each subsidiary so identified has been a qualified subchapter S subsidiary at all times since the date shown on the SBI Disclosure Memorandum up to and including the day before the Closing Date.

Tax Returns; Taxes. Except as set forth in Section 5.15 of the Seller Disclosure Schedule: (ia) Each of Tidelands and Tidelands Bank has (i) duly and timely filed with the appropriate governmental entity all All Tax Returns required to be have been filed by it Sellers have been duly filed (taking into account any or are currently not filed based on the availability of applicable extensionsextensions to file such returns under applicable tax laws), and all such . All Tax Returns filed are true, correct and complete in all material respects and prepared in compliance with all applicable laws and respects. (iib) timely paid all All Taxes due and owing payable by Sellers (whether or not shown due on any Tax Returns)Return) have been paid in full. Neither Tidelands nor Tidelands Bank currently is the beneficiary of any extension of time within which to file any Tax Return. To the knowledge of Tidelands, no claim has ever been made by a governmental entity in a jurisdiction where Tidelands The accruals and Tidelands Bank do not file Tax Returns that Tidelands or Tidelands Bank is or may be subject to taxation by that jurisdiction. Neither Tidelands nor Tidelands Bank has commenced activities in any jurisdiction which will result in an initial filing of a Tax Return reserves with respect to Taxes imposed by a governmental entity that it had not previously been required to file in the immediately preceding taxable period. (ii) The unpaid Taxes of Tidelands and Tidelands Bank (A) did not, as of December 31, 2015, exceed the reserve for Tax liabilities (excluding other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face Most Recent Balance Sheet are adequate to cover all Taxes of the balance sheets Sellers accruing or payable with respect to Tax Periods (rather than in any notes theretoor portions thereof) contained ending on or before the date of the Most Recent Balance Sheet. All Taxes of the Sellers attributable to Tax Periods (or portions thereof) commencing after the date of the Most Recent Balance Sheet have arisen in the Tidelands Financial Statements, which were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Since December 31, 2015, neither Tidelands nor Tidelands Bank has incurred any liability for Taxes outside the ordinary course Ordinary Course of business or otherwise inconsistent with past custom and practiceBusiness. (iiic) There are no liensNo claims, charges, restrictions, encumbrances assessments or claims of any kind (collectively, “Liens”) for Taxes upon any property or asset of Tidelands or Tidelands Bank, except for Liens for current Taxes the payment of which is not yet delinquent, or for Taxes contested in good faith through appropriate proceedings and reserved against in accordance with GAAP. (iv) There are no deficiencies for any amount of Taxes with respect to Tidelands and Tidelands Bank that have been set forth or claimed in writingof the Sellers are being asserted, proposed or, to the knowledge Knowledge of TidelandsSellers, proposed threatened, and no audit or assessed by a governmental entity. There are no pendinginvestigation of any Tax Return of Sellers has occurred in the last three (3) years or is currently underway, pending or, to the knowledge Knowledge of TidelandsSellers, proposed or threatened audits, investigations, disputes or claims or other actions for or relating to any Tax Return or material liability for Taxes with respect to Tidelands and Tidelands Bank. No material issues relating to Taxes of Tidelands or Tidelands Bank were raised by the relevant governmental entity in any completed audit or examination that would reasonably be expected to recur in a later taxable period. None of Tidelands, Tidelands Bank or any predecessor has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment, deficiency, or collection, or has made any request in writing for any such extension or waiver, that remains in effect. There is not currently in effect any power of attorney authorizing any Person to act on behalf of Tidelands or Tidelands Bank, or receive information relating to Tidelands or Tidelands Bank, with respect to any Tax matterthreatened. (vd) Neither Tidelands nor Tidelands Bank Since January 1, 2005, no claim has requested been made against a Seller by any Governmental Body in a jurisdiction where such Seller does not file Tax Returns that such Seller is or received any ruling from any governmental entity, or signed any binding agreement with any governmental entity (including, without limitation, any advance pricing agreement) that would affect any amount of Tax payable after the Closing Date and has not made any request for issuance of a ruling from a governmental entity on behalf of the Tidelands or Tidelands Bank (regardless of whether the requested ruling is still pending or withdrawn)may be subject to taxation in such jurisdiction. (vie) Each of Tidelands and Tidelands Bank has The Sellers have withheld and paid all Taxes required to have been withheld and paid by them to the appropriate Governmental Body in connection with amounts paid or owing to any employee, independent contractor, creditor, shareholder or other third party, and all Tax Returns (including without limitation all Internal Revenue Service (“IRS”) Forms W-2 and 1099) required with respect thereto have been properly completed and timely filed with, and supplied to, the appropriate parties. (vii) Except for any customary agreements with customers, vendors, lenders, lessors or the like entered into in the ordinary course of business, neither Tidelands nor Tidelands Bank is a party to or bound by or has any obligation under any Tax sharing, allocation or indemnification agreement or similar contract or arrangement or any agreement that obligates it to make any payment computed by reference to the Taxes, taxable income or taxable losses of any other Person. (viiif) Except There are no Encumbrances for Taxes with respect to Sellers or their respective assets, nor is there any such Encumbrance that is pending or, to the affiliated group Knowledge of which Tidelands Sellers, threatened other than Permitted Encumbrances. (g) None of Sellers has executed or filed with any Governmental Body any agreement or waiver extending the period for assessment, reassessment or collection of any Taxes. No Seller has made an election, nor is the common parentany Seller required, each of Tidelands and Tidelands Bank is not and has never been a member of an affiliated group of corporations to treat any Purchased Asset as owned by another Person or as tax-exempt bond financed property or tax-exempt use property within the meaning of Section 1504 168 of the Code or under any group that comparable provision of state or local Tax law. (h) None of the Sellers has filed a combined, consolidated or unitary Tax Return. Neither Tidelands nor Tidelands Bank is liable any liability for the Taxes of any other Person (including an individual, corporation, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union or other entity or governmental entity) other than Tidelands and Tidelands Bank (i) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), (ii) as a transferee or successor, (iii) by law or by contract, or (iv) otherwise. (ix) Neither Tidelands nor Tidelands Bank has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 or Section 361 of the Code. (x) Neither Tidelands nor Tidelands Bank has been a party to a “reportable transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(1) (other than such transactions that have been properly reported) or any other substantially similar transaction requiring disclosure under analogous provisions of state, local or foreign Tax law. (xi) Tidelands has not taken any action not in accordance with past practice that would have the effect of deferring a measure of Tax from a period (or portion thereof) ending on or before the Closing Date to a period (or portion thereof) beginning after the Closing Date. Tidelands has no deferred income or other Tax Liability arising out of any transaction, including, without limitation, any (i) intercompany transaction (as defined in Treasury Regulations Section 1.1502-13), (ii) the disposal of any property in a transaction accounted for under the installment method pursuant to Section 453 of the Code, (iii) excess loss account (as defined in Treasury Regulations Section 1.1502-19) with respect to the stock of any subsidiary of Tidelands, (iv) use of the long-term contract method of accounting, or (v) receipt of any prepaid amount on or before the Closing Date. Neither Tidelands nor Tidelands Bank has made an election under Section 108(i) of the Code (or any corresponding provision of state, local or foreign law). (xii) Tidelands has delivered or made available to United for inspection complete and correct copies of (i) its federal and state income and franchise Tax Returns and reports for the past three (3) taxable periods ended on or after December 31, 2014, and has indicated those Tax Returns that have been audited and those Tax Returns that are currently the subject of an audit, and (ii) all private letter rulings, revenue agent reports, settlement agreements, a description of all deficiency notices and any similar documents submitted by, received by or agreed to by or on behalf of Tidelands, Tidelands Bank, and any predecessor thereof and relating to Taxes for such taxable periods. Tidelands has delivered or made available to United the amount of any net operating loss, net capital loss, unused investment or other credit, unused foreign tax or excess charitable deduction available for use by Tidelands or Tidelands Bank. There is currently no limitation on the use of the Tax attributes of Tidelands and Tidelands Bank under Sections 269, 382, 383, 384 or 1502 of the Code (and similar provisions of state, local or foreign Tax law). (xiii) No closing agreement pursuant to Section 7121 of the Code (or any similar provision of state, local or non-U.S. law) has been entered into by or with respect to the Tidelands or Tidelands Bank.

Tax Returns; Taxes. Except as set forth in Schedule 4.15 of the Disclosure Schedule: (ia) Each of Tidelands and Tidelands Bank has (i) duly and timely filed with the appropriate governmental entity all All Tax Returns required to be have been filed by it (taking into account any applicable extensions), the Sellers and all such Tax Returns the Xxxxxxxx Islands Subsidiaries have been duly filed and are true, correct and complete in all material respects respects, and prepared no material fact has been omitted therefrom. No extension of time in compliance with all applicable laws and which to file any such Tax Returns is in effect. (iib) timely paid all All Taxes due and owing payable by the Sellers and the Xxxxxxxx Islands Subsidiaries (whether or not shown due on any Tax Returns)Return) have been paid in full or are accrued as Liabilities for Taxes on the books and records of the Sellers or the Xxxxxxxx Islands Subsidiaries, as applicable. Neither Tidelands nor Tidelands Bank currently is the beneficiary of any extension of time within which to file any Tax Return. To the knowledge of Tidelands, no claim has ever been made by a governmental entity in a jurisdiction where Tidelands The accruals and Tidelands Bank do not file Tax Returns that Tidelands or Tidelands Bank is or may be subject to taxation by that jurisdiction. Neither Tidelands nor Tidelands Bank has commenced activities in any jurisdiction which will result in an initial filing of a Tax Return reserves with respect to Taxes imposed by a governmental entity that it had not previously been required to file in the immediately preceding taxable period. (ii) The unpaid Taxes of Tidelands and Tidelands Bank (A) did not, as of December 31, 2015, exceed the reserve for Tax liabilities (excluding other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on in the face 2010 Financial Statements are adequate to cover all Taxes of the balance sheets Sellers and the Xxxxxxxx Islands Subsidiaries, accruing or payable with respect to Tax periods (rather than in any notes theretoor portions thereof) contained in the Tidelands Financial Statements, which were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Since ending on or before December 31, 20152010. All Taxes of the Sellers and the Xxxxxxxx Islands Subsidiaries attributable to Tax periods (or portions thereof) commencing after December 31, neither Tidelands nor Tidelands Bank has incurred any liability for Taxes outside 2010 have arisen in the ordinary course of business or otherwise inconsistent with past custom and practicebusiness. (iiic) There are no liens, charges, restrictions, encumbrances or claims of any kind (collectively, “Liens”) for Taxes upon any property or asset of Tidelands or Tidelands Bank, except for Liens for current Taxes The Sellers and the payment of which is not yet delinquent, or for Taxes contested in good faith through appropriate proceedings and reserved against in accordance with GAAP. (iv) There are no deficiencies for Taxes with respect to Tidelands and Tidelands Bank that Xxxxxxxx Islands Subsidiaries have been set forth or claimed in writing, or, to the knowledge of Tidelands, proposed or assessed by a governmental entity. There are no pending, or, to the knowledge of Tidelands, proposed or threatened audits, investigations, disputes or claims or other actions for or relating to any Tax Return or material liability for Taxes with respect to Tidelands and Tidelands Bank. No material issues relating to Taxes of Tidelands or Tidelands Bank were raised by the relevant governmental entity in any completed audit or examination that would reasonably be expected to recur in a later taxable period. None of Tidelands, Tidelands Bank or any predecessor has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment, deficiency, or collection, or has made any request in writing for any such extension or waiver, that remains in effect. There is not currently in effect any power of attorney authorizing any Person to act on behalf of Tidelands or Tidelands Bank, or receive information relating to Tidelands or Tidelands Bank, with respect to any Tax matter. (v) Neither Tidelands nor Tidelands Bank has requested or received any ruling from any governmental entity, or signed any binding agreement with any governmental entity (including, without limitation, any advance pricing agreement) that would affect any amount of Tax payable after the Closing Date and has not made any request for issuance of a ruling from a governmental entity on behalf of the Tidelands or Tidelands Bank (regardless of whether the requested ruling is still pending or withdrawn). (vi) Each of Tidelands and Tidelands Bank has withheld and paid all Taxes required to have been withheld and paid by them to the appropriate Government Body in connection with amounts paid or owing to any employee, independent contractor, creditor, creditor or shareholder thereof or other third party, and all Tax Returns (including without limitation all Internal Revenue Service (“IRS”) Forms W-2 and 1099) required with respect thereto have been properly completed and timely filed with, and supplied to, the appropriate parties. (viid) Except There are no Encumbrances for any customary agreements Taxes with customers, vendors, lenders, lessors or the like entered into in the ordinary course of business, neither Tidelands nor Tidelands Bank is a party to or bound by or has any obligation under any Tax sharing, allocation or indemnification agreement or similar contract or arrangement or any agreement that obligates it to make any payment computed by reference respect to the TaxesSellers, taxable income the Xxxxxxxx Islands Subsidiaries or taxable losses their respective assets, nor is there any such Encumbrance that is pending or, to the Knowledge of any the Sellers, threatened other Personthan Permitted Encumbrances. (viiie) Except for There is no dispute or claim concerning any Tax liability of the affiliated group Sellers or the Xxxxxxxx Islands Subsidiaries claimed or raised by any Government Body in writing and, to the Sellers’ Knowledge, no such dispute or claim is pending or threatened. Neither the Sellers nor the Xxxxxxxx Islands Subsidiaries have waived any statute of which Tidelands is limitations in respect of Taxes beyond the common parent, each date hereof or agreed to any extension of Tidelands and Tidelands Bank is not and time beyond the date hereof with respect to a Tax assessment or deficiency. (f) None of the Xxxxxxxx Islands Subsidiaries (i) has never ever been a member of an affiliated a group of corporations within the meaning of Section 1504 of the Code or any group that with which it has filed a combined(or been required to file) consolidated, consolidated combined or unitary Tax Return. Neither Tidelands nor Tidelands Bank Returns, other than a group of which the Parent is liable a common parent or (ii) has any liability for the Taxes of any Person (including an individual, corporation, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union or other entity or governmental entity) other than Tidelands the Parent and Tidelands Bank (iits subsidiaries) under Treasury Regulations Regulation Section 1.1502-6 (or any similar provision of state, local or foreign lawLaw), (ii) as a transferee or successor, (iii) by contractcontract or otherwise. None of the Xxxxxxxx Islands Subsidiaries is a party to or bound by any Tax sharing, allocation or (iv) otherwiseindemnification agreement or arrangement that will remain in effect after the Closing. (ixg) Neither Tidelands nor Tidelands Bank has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 or Section 361 None of the Code. (x) Neither Tidelands nor Tidelands Bank has been a party to transactions contemplated by this Agreement are part of a “reportable transaction,” as such term is defined in within the meaning of Treasury Regulations Regulation Section 1.6011-4(b)(1) (other than such transactions that have been properly reported) or any other substantially similar transaction requiring disclosure under analogous provisions of state, local or foreign Tax law4(b). (xih) Tidelands No jurisdiction in which the Sellers or the Xxxxxxxx Islands Subsidiaries do not file Tax Returns has made a claim that any Seller or Xxxxxxxx Islands Subsidiary is required to file a Tax Return in such jurisdiction. (i) Each Xxxxxxxx Islands Subsidiary is disregarded as an entity separate from its owner for United States federal income Tax purposes under Treasury Regulation Section 301.7701-3. (j) No income derived by any Xxxxxxxx Islands Subsidiary (including but not taken limited to Cruise Group USA) for any action not in accordance with past practice that would have the effect of deferring a measure of Tax from a taxable period (or portion thereof) ending on or before the Closing Date to a period (or portion thereof) beginning after the Closing Date. Tidelands has no deferred income or other Tax Liability arising out of any transactionDecember 31, including, without limitation, any (i) intercompany transaction (2010 is considered “United States source gross transportation income” as defined in Section 887 of the Code and the Treasury Regulations Section 1.1502-13)promulgated thereunder. (k) All gross income derived by each Xxxxxxxx Islands Subsidiary (including but not limited to Cruise Group USA) for all taxable periods ending on or before December 31, (ii) the disposal of any property in a transaction accounted for under the installment method 2010 is exempt from U.S. federal income taxation pursuant to Section 453 of the Code, (iii) excess loss account (as defined in Treasury Regulations Section 1.1502-19) with respect to the stock of any subsidiary of Tidelands, (iv) use of the long-term contract method of accounting, or (v) receipt of any prepaid amount on or before the Closing Date. Neither Tidelands nor Tidelands Bank has made an election under Section 108(i) 883 of the Code (or any corresponding provision of state, local or foreign law)and the Treasury Regulations promulgated thereunder. (xii) Tidelands has delivered or made available to United for inspection complete and correct copies of (i) its federal and state income and franchise Tax Returns and reports for the past three (3) taxable periods ended on or after December 31, 2014, and has indicated those Tax Returns that have been audited and those Tax Returns that are currently the subject of an audit, and (ii) all private letter rulings, revenue agent reports, settlement agreements, a description of all deficiency notices and any similar documents submitted by, received by or agreed to by or on behalf of Tidelands, Tidelands Bank, and any predecessor thereof and relating to Taxes for such taxable periods. Tidelands has delivered or made available to United the amount of any net operating loss, net capital loss, unused investment or other credit, unused foreign tax or excess charitable deduction available for use by Tidelands or Tidelands Bank. There is currently no limitation on the use of the Tax attributes of Tidelands and Tidelands Bank under Sections 269, 382, 383, 384 or 1502 of the Code (and similar provisions of state, local or foreign Tax law). (xiii) No closing agreement pursuant to Section 7121 of the Code (or any similar provision of state, local or non-U.S. law) has been entered into by or with respect to the Tidelands or Tidelands Bank.

Tax Returns; Taxes. Except as set forth in Schedule 4.14 of the Company Disclosure Schedule: (ia) Each of Tidelands The Company and Tidelands Bank has (i) duly and timely its Subsidiaries have filed with the appropriate governmental entity all material Tax Returns required to be filed by it (taking into account any applicable extensionsand since January 1, 2010, all such Tax Returns have been timely filed), and all such Tax Returns are were true, correct correct, and complete in all material respects and have been prepared in compliance with all applicable laws Laws. The Company and (ii) timely its Subsidiaries have paid all material Taxes due and owing (whether shown thereon or not shown due on any Tax Returns)otherwise due. Neither Tidelands nor Tidelands Bank currently is the beneficiary of any extension of time within which to file any Tax Return. To the knowledge of TidelandsSince December 31, 2008, no material written claim has ever been made by a governmental entity an authority in a jurisdiction where Tidelands and Tidelands Bank do the Company or any of its Subsidiaries does not file Tax Returns that Tidelands or Tidelands Bank it is or may be subject to taxation by that jurisdiction. Neither Tidelands nor Tidelands Bank has commenced activities in There are no Liens for Taxes (other than Permitted Liens) upon any jurisdiction which will result in an initial filing of a Tax Return with respect to Taxes imposed by a governmental entity that it had not previously been required to file in the immediately preceding taxable periodassets of the Company or its Subsidiaries. (iib) The unpaid Taxes of Tidelands Company and Tidelands Bank its Subsidiaries have provided adequate accruals (A) did not, as of December 31, 2015, exceed the reserve for Tax liabilities (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the balance sheets (rather than in any notes thereto) contained in the Tidelands Financial Statements, which were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Since December 31, 2015, neither Tidelands nor Tidelands Bank has incurred any liability for Taxes outside the ordinary course of business or otherwise inconsistent with past custom and practice. (iii) There are no liens, charges, restrictions, encumbrances or claims of any kind (collectively, “Liens”) for Taxes upon any property or asset of Tidelands or Tidelands Bank, except for Liens for current Taxes the payment of which is not yet delinquent, or for Taxes contested in good faith through appropriate proceedings and reserved against determined in accordance with GAAP. (iv) There are no deficiencies in its Interim Balance Sheet for any material Taxes with respect to Tidelands and Tidelands Bank that have not been set forth paid, but were owed or claimed accrued as of the date of the Interim Balance Sheet, whether or not shown as being due on any Tax Returns. Other than Taxes incurred in writingthe Ordinary Course, orthe Company and its Subsidiaries have no liability for unpaid Taxes accruing after the date of the Interim Balance Sheet. The Company and its Subsidiaries have withheld and paid, or will pay when due, to the knowledge of Tidelands, proposed or assessed by a governmental entity. There are no pending, or, to the knowledge of Tidelands, proposed or threatened audits, investigations, disputes or claims or other actions for or relating to any Tax Return or appropriate Governmental Entity all material liability for Taxes with respect to Tidelands and Tidelands Bank. No material issues relating to Taxes of Tidelands or Tidelands Bank were raised by the relevant governmental entity in any completed audit or examination that would reasonably be expected to recur in a later taxable period. None of Tidelands, Tidelands Bank or any predecessor has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment, deficiency, or collection, or has made any request in writing for any such extension or waiver, that remains in effect. There is not currently in effect any power of attorney authorizing any Person to act on behalf of Tidelands or Tidelands Bank, or receive information relating to Tidelands or Tidelands Bank, with respect to any Tax matter. (v) Neither Tidelands nor Tidelands Bank has requested or received any ruling from any governmental entity, or signed any binding agreement with any governmental entity (including, without limitation, any advance pricing agreement) that would affect any amount of Tax payable after the Closing Date and has not made any request for issuance of a ruling from a governmental entity on behalf of the Tidelands or Tidelands Bank (regardless of whether the requested ruling is still pending or withdrawn). (vi) Each of Tidelands and Tidelands Bank 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 stockholder or other third party, and all Tax Returns (including without limitation all Internal Revenue Service (“IRS”) Forms W-2 and 1099) required with respect thereto have been properly completed and timely filed with, and supplied to, the appropriate parties. (viic) Except No request for information related to Tax matters has been received from any customary agreements Governmental Entity since March 31, 2009, no audit or other administrative proceeding is pending, being conducted or threatened in writing, or to the Knowledge of the Company, otherwise threatened by any Governmental Entity, and no judicial proceeding is pending or being conducted that involves any Tax paid or Tax Return filed by or on behalf of the Company and its Subsidiaries. (d) The Company has provided to the Purchaser copies of all federal income Tax Returns, examination reports, and statements of deficiencies assessed against or agreed to by the Company and its Subsidiaries filed or received since March 31, 2009, each of which is true, correct, and complete in all material respects. None of the federal, state, local and foreign income Tax Returns filed by the Company and its Subsidiaries for taxable periods ended on or after March 31, 2009, have been audited or currently are the subject of an audit by a Tax authority. (e) No claim or deficiency against the Company or its Subsidiaries for the assessment or collection of any material Taxes has been asserted or proposed which claim or deficiency has not been settled with customersall amounts determined to have been due and payable having been timely paid. (f) No written claim, vendorsand to the Company’s Knowledge no other claim, lendershas ever been made or threatened in writing or, lessors to the Knowledge of the Company, otherwise threatened, by a Tax authority in a jurisdiction where the Company or its Subsidiaries has never filed Tax Returns asserting that the like entered into in the ordinary course of business, neither Tidelands nor Tidelands Bank Company or its Subsidiaries is or may be subject to material Taxes imposed by that jurisdiction. (g) The Company and its Subsidiaries are not and have never been a party to or bound by or has any obligation under any Tax sharing, Tax indemnity, Tax allocation or indemnification similar agreement or similar contract or arrangement or any agreement that obligates it with respect to make any payment computed by reference to the Taxes, taxable income and does not have any liability or taxable losses of potential liability to another party under any other Personsuch agreement. (viiih) Except for the affiliated group of which Tidelands is the common parent, each of Tidelands and Tidelands Bank The Company is not and never has been a “United States real property holding corporation” within the meaning of Code Section 897(c)(2). (i) The Company and its Subsidiaries have never executed or entered into with any Governmental Entity (i) any agreement, waiver or other document extending or having the effect of extending or waiving the period for assessment or collection of any Taxes for which the Company or its Subsidiaries would or could be liable; (ii) any closing agreement pursuant to Section 7121 of the Code, or any predecessor provision thereof or any similar provision of state, local or foreign Tax Law; (iii) any private letter ruling request or private letter ruling, or (iv) any power of attorney with respect to any Tax matter which is currently in force. (j) The Company and its Subsidiaries (i) are not and have never been a member of an affiliated group filing a consolidated federal income Tax Return other than one in which the Company is the common parent, (ii) are not and have never been a partner in a partnership or an owner of corporations within the meaning of Section 1504 of the Code or an interest in an entity treated as a partnership for Tax purposes and (iii) have never had any group that has filed a combined, consolidated or unitary Tax Return. Neither Tidelands nor Tidelands Bank is liable liability for the Taxes of any Person (including an individual, corporation, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union or other entity or governmental entity) other than Tidelands the Company and Tidelands Bank (iits Subsidiaries) under Treasury Regulations Regulation Section 1.1502-6 (or any similar provision of state, state or local or foreign lawLaw), (ii) as a transferee or successor, (iii) by contract, contract or (iv) otherwise. (ixk) Neither Tidelands the Company nor Tidelands Bank has constituted either a “distributing corporation” its Subsidiaries will be required to include any item of income in, or a “controlled corporation” in a distribution exclude any item of stock intended to qualify deduction from, taxable income for tax-free treatment under Section 355 or Section 361 of the Code. (x) Neither Tidelands nor Tidelands Bank has been a party to a “reportable transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(1) (other than such transactions that have been properly reported) or any other substantially similar transaction requiring disclosure under analogous provisions of state, local or foreign Tax law. (xi) Tidelands has not taken any action not in accordance with past practice that would have the effect of deferring a measure of Tax from a taxable period (or portion thereof) ending on or before after the Closing Date to as a period (or portion thereof) beginning after the Closing Date. Tidelands has no deferred income or other Tax Liability arising out result of any transaction, including, without limitation, any (i) intercompany transaction (as defined change in Treasury Regulations Section 1.1502accounting method for any Pre-13), (ii) the disposal of any property in a transaction accounted for under the installment method pursuant to Section 453 of the Code, (iii) excess loss account (as defined in Treasury Regulations Section 1.1502-19) with respect to the stock of any subsidiary of Tidelands, (iv) use of the long-term contract method of accounting, or (v) receipt of any prepaid amount on or before the Closing Date. Neither Tidelands nor Tidelands Bank has made an election Period under Section 108(i) 481 of the Code (or any corresponding analogous or comparable provision of state, local U.S. state or foreign law). (xii) Tidelands has delivered or made available to United for inspection complete and correct copies of (i) its federal and state income and franchise Tax Returns and reports for the past three (3) taxable periods ended on or after December 31, 2014, and has indicated those Tax Returns that have been audited and those Tax Returns that are currently the subject of an audit, and (ii) all private letter rulings, revenue agent reports, settlement agreements, a description of all deficiency notices and any similar documents submitted by, received by or agreed to by or on behalf of Tidelands, Tidelands Bank, and any predecessor thereof and relating to Taxes for such taxable periods. Tidelands has delivered or made available to United the amount of any net operating loss, net capital loss, unused investment or other credit, unused foreign tax or excess charitable deduction available for use by Tidelands or Tidelands Bank. There is currently no limitation on the use of the Tax attributes of Tidelands and Tidelands Bank under Sections 269, 382, 383, 384 or 1502 of the Code (and similar provisions of state, local or foreign Tax law). (xiii) No closing agreement pursuant to Section 7121 of the Code (or any similar provision of state, local or non-U.S. lawTax Law), (ii) has been entered into by written agreement with a Tax authority with regard to their Tax liability for any Pre-Closing Period, (iii) installment sale or with respect open transaction disposition made prior to the Tidelands Closing Date or Tidelands Bankprior to the Closing on the Closing Date, or (iv) prepaid amount received on or prior to the Closing Date.

Tax Returns; Taxes. (i) Each Except as set forth in Section 2.13 of Tidelands and Tidelands Bank the Disclosure Schedule, the Seller has (i) duly and timely filed with the appropriate governmental entity all tax and information reports, returns and related documents (collectively, “Tax Returns Returns”) required to be filed by it (taking into account any applicable extensions), and all such Tax Returns are true, correct and complete in all material respects and prepared in compliance with all applicable laws and (ii) timely paid all Taxes due and owing (whether or not shown due on any Tax Returns). Neither Tidelands nor Tidelands Bank currently is the beneficiary of any extension of time within which to file any Tax Return. To the knowledge of Tidelands, no claim has ever been made by a governmental entity in a jurisdiction where Tidelands and Tidelands Bank do not file Tax Returns that Tidelands or Tidelands Bank is or may be subject to taxation by that jurisdiction. Neither Tidelands nor Tidelands Bank has commenced activities in any jurisdiction which will result in an initial filing of a Tax Return with respect to Taxes imposed by a governmental entity that it had not previously been required to file the income, franchise, sales, use, employment-related and all other taxes of the United States or the state or other jurisdictions and subdivisions thereof (collectively “Taxes”) in which the immediately preceding taxable period. (ii) The unpaid Taxes of Tidelands and Tidelands Bank (A) did notSeller conducts business, and, except as of December 31, 2015, exceed the reserve for Tax liabilities (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face in Section 2.13 of the balance sheets (rather than Disclosure Schedule, the Seller has duly paid, or made adequate provision for the due and timely payment of, all such Taxes and other charges, including deposits required with respect to employee withholdings, interest, penalties, assessments and deficiencies, due or claimed to be due from it. Except as set forth in any notes thereto) contained in Section 2.13 of the Tidelands Financial StatementsDisclosure Schedule, which were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Since December 31the reserves for all of such Taxes and other charges through the Closing Date are adequate, 2015, neither Tidelands nor Tidelands Bank has incurred any liability for Taxes outside the ordinary course of business or otherwise inconsistent with past custom and practice. (iii) There there are no liens, charges, restrictions, encumbrances liens for such Taxes or claims of any kind (collectively, “Liens”) for Taxes other charges upon any property or asset assets of Tidelands the Seller. Except as set forth in Section 2.13 of the Disclosure Schedule, and to the best knowledge of the Seller and the Shareholders, there is no omission, deficiency, error, misstatement or Tidelands Bankmisrepresentation, except whether innocent, intentional or fraudulent, in any Tax Return filed by the Seller for Liens for current Taxes any period. Except as set forth in Section 2.13 of the payment Disclosure Schedule and to the best knowledge of which is not yet delinquentthe Seller and the Shareholders, or for Taxes contested in good faith through appropriate proceedings (a) all deficiencies and reserved against in accordance with GAAP. assessments resulting from examination of the Tax Returns of the Seller have been paid, (ivb) There there are no deficiencies for Taxes with respect to Tidelands and Tidelands Bank that have been set forth outstanding agreements or claimed in writing, or, to waivers extending the knowledge statutory period of Tidelands, proposed or assessed by a governmental entity. There are no pending, or, to the knowledge of Tidelands, proposed or threatened audits, investigations, disputes or claims or other actions for or relating limitation applicable to any Tax Return or material liability for Taxes with respect to Tidelands and Tidelands Bank. No material issues relating to Taxes of Tidelands or Tidelands Bank were raised by the relevant governmental entity in any completed audit or examination that would reasonably be expected to recur in a later taxable period. None of Tidelands, Tidelands Bank or any predecessor has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment, deficiency, or collection, or has made any request in writing for any such extension or waiver, that remains in effect. There is not currently in effect any power of attorney authorizing any Person to act on behalf of Tidelands or Tidelands Bank, or receive information relating to Tidelands or Tidelands Bank, with respect to any Tax matter. (v) Neither Tidelands nor Tidelands Bank has requested or received any ruling from any governmental entity, or signed any binding agreement with any governmental entity (including, without limitation, any advance pricing agreement) that would affect any amount of Tax payable after the Closing Date and has not made any request for issuance of a ruling from a governmental entity on behalf of the Tidelands or Tidelands Bank (regardless of whether the requested ruling is still pending or withdrawn). (vi) Each of Tidelands and Tidelands Bank 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, shareholder or other third party, and all Tax Returns (including without limitation all Internal Revenue Service (“IRS”) Forms W-2 and 1099) required with respect thereto have been properly completed and timely filed with, and supplied to, the appropriate parties. (vii) Except for any customary agreements with customers, vendors, lenders, lessors or the like entered into in the ordinary course of business, neither Tidelands nor Tidelands Bank is a party to or bound by or has any obligation under any Tax sharing, allocation or indemnification agreement or similar contract or arrangement or any agreement that obligates it to make any payment computed by reference to the Taxes, taxable income or taxable losses of any other Person. (viii) Except for the affiliated group of which Tidelands is the common parent, each of Tidelands and Tidelands Bank is not and has never been a member of an affiliated group of corporations within the meaning of Section 1504 of the Code or any group that has filed a combined, consolidated or unitary Tax Return. Neither Tidelands nor Tidelands Bank is liable for the Taxes of any Person (including an individual, corporation, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union or other entity or governmental entity) other than Tidelands and Tidelands Bank (i) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), (ii) as a transferee or successor, (iii) by contract, or (iv) otherwise. (ix) Neither Tidelands nor Tidelands Bank has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 or Section 361 of the Code. (x) Neither Tidelands nor Tidelands Bank has been a party to a “reportable transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(1) (other than such transactions that have been properly reported) or any other substantially similar transaction requiring disclosure under analogous provisions of state, local or foreign Tax law. (xi) Tidelands has not taken any action not in accordance with past practice that would have the effect of deferring a measure of Tax from a period (or portion thereof) ending on or before the Closing Date to a period (or portion thereof) beginning after the Closing Date. Tidelands has no deferred income or other Tax Liability arising out of any transaction, including, without limitation, any (i) intercompany transaction (as defined in Treasury Regulations Section 1.1502-13), (ii) the disposal of any property in a transaction accounted for under the installment method pursuant to Section 453 of the Code, (iii) excess loss account (as defined in Treasury Regulations Section 1.1502-19) with respect to the stock of any subsidiary of Tidelands, (iv) use of the long-term contract method of accounting, or (v) receipt of any prepaid amount on or before the Closing Date. Neither Tidelands nor Tidelands Bank has made an election under Section 108(i) of the Code (or any corresponding provision of state, local or foreign law). (xii) Tidelands has delivered or made available to United for inspection complete and correct copies of (i) its federal and state income and franchise Tax Returns and reports for the past three (3) taxable periods ended on or after December 31, 2014, and has indicated those Tax Returns that have been audited and those Tax Returns that are currently the subject of an auditperiod, and (iic) all private letter rulingsthe Seller has not been subject to federal, revenue agent reportsstate or local tax audits, settlement agreementsand no such tax audits are pending. Except as set forth in Section 2.13 of the Disclosure Schedule, a description of all deficiency notices the Seller represents and any warrants that no clearance certificates or similar documents submitted by, received are required by or agreed any state taxing authority in order to by or on behalf of Tidelands, Tidelands Bank, and any predecessor thereof and relating to Taxes for such taxable periods. Tidelands has delivered or made available to United relieve the amount Purchaser of any net operating loss, net capital loss, unused investment or other credit, unused foreign tax or excess charitable deduction available for use by Tidelands or Tidelands Bank. There is currently no limitation on the use obligation to withhold any portion of the Tax attributes of Tidelands and Tidelands Bank under Sections 269, 382, 383, 384 Purchase Price or 1502 of to hold the Code (and similar provisions of state, local or foreign Tax law)Purchaser harmless for any tax liability. (xiii) No closing agreement pursuant to Section 7121 of the Code (or any similar provision of state, local or non-U.S. law) has been entered into by or with respect to the Tidelands or Tidelands Bank.

Tax Returns; Taxes. Except as set forth on Section 4.14 of the Company Disclosure Schedule: (ia) Since January 1, 2014, the Company and its Subsidiaries have not made or rescinded any Tax election, changed any annual accounting period, adopted or changed any method of accounting or reversed any accruals (except as required by a change in Law or GAAP), filed any amended Tax Returns, signed or entered into any closing agreement or settlement, settled or compromised any claim or assessment of Tax liability, surrendered any right to claim a refund, offset or other reduction in liability, consented to any extension or waiver of the limitations period applicable to any claim or assessment, in each case with respect to Taxes, or acted or omitted to act where such action or omission to act could reasonably be expected to have the effect of increasing any present or future Tax liability or decreasing any present or future Tax benefit for the Company or any of its Subsidiaries or the Purchaser or its Affiliates. (b) Each of Tidelands the Company and Tidelands Bank its Subsidiaries has (i) duly and timely filed filed, with the appropriate governmental entity Governmental Entities, all Tax Returns required to be filed by it (taking into account any applicable extensions)it, and all such Tax Returns have been properly completed in compliance with all applicable Laws, and are true, correct correct, and complete in all material respects respects. Each of the Company and prepared in compliance with all applicable laws and (ii) its Subsidiaries has timely paid and remitted all Taxes due and owing payable by it. (c) Each of the Company and its Subsidiaries has provided adequate accruals (determined in accordance with GAAP) in its Interim Balance Sheet for any Taxes that have not been paid, but were owed or accrued as of the date of the Interim Balance Sheet, whether or not shown as being due on any Tax Returns). Neither Tidelands the Company nor Tidelands Bank currently is any Subsidiary will have any liability for Taxes for any period ending on or before the beneficiary Closing Date, or any portion of any extension Straddle Period up to and including the Closing Date, other than those liabilities for Taxes accrued on the Interim Balance Sheet or Taxes not yet due which have arisen after the date of time within the Interim Balance Sheet in the Ordinary Course. (d) No audit or other administrative proceeding is pending, being conducted, or, to the Knowledge of the Company threatened, by any Governmental Entity, and no judicial proceeding is pending or being conducted in connection with any Taxes or Tax Return filed by or on behalf of any of the Company or its Subsidiaries. (e) No written claim, and to the Knowledge of the Company no other claim, against any of the Company or any of its Subsidiaries for the assessment or collection of any Taxes has been asserted or proposed, which claim or deficiency has not been settled with all amounts determined to file any Tax Return. To have been due and payable having been timely paid. (f) No written claim, and to the knowledge Knowledge of Tidelandsthe Company no other claim, no claim has ever been made made, or to the Knowledge of the Company threatened, by a governmental entity Taxing Authority in a jurisdiction where Tidelands and Tidelands Bank do the Company or its Subsidiaries has not file filed (or does not file) Tax Returns and pay (or paid) Taxes asserting that Tidelands the Company or Tidelands Bank its Subsidiaries is or may be subject to taxation by that jurisdiction. Neither Tidelands nor Tidelands Bank has commenced activities in any jurisdiction which will result in an initial filing of a Tax Return with respect to filing requirements or Taxes imposed by a governmental entity that it had not previously been required jurisdiction nor, to file in the immediately preceding taxable periodKnowledge of the Company, is there any factual or legal basis for any such claim. (ii) The unpaid Taxes of Tidelands and Tidelands Bank (A) did not, as of December 31, 2015, exceed the reserve for Tax liabilities (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the balance sheets (rather than in any notes thereto) contained in the Tidelands Financial Statements, which were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Since December 31, 2015, neither Tidelands nor Tidelands Bank has incurred any liability for Taxes outside the ordinary course of business or otherwise inconsistent with past custom and practice. (iii) There are no liens, charges, restrictions, encumbrances or claims of any kind (collectively, “Liens”) for Taxes upon any property or asset of Tidelands or Tidelands Bank, except for Liens for current Taxes the payment of which is not yet delinquent, or for Taxes contested in good faith through appropriate proceedings and reserved against in accordance with GAAP. (iv) There are no deficiencies for Taxes with respect to Tidelands and Tidelands Bank that have been set forth or claimed in writing, or, to the knowledge of Tidelands, proposed or assessed by a governmental entity. There are no pending, or, to the knowledge of Tidelands, proposed or threatened audits, investigations, disputes or claims or other actions for or relating to any Tax Return or material liability for Taxes with respect to Tidelands and Tidelands Bank. No material issues relating to Taxes of Tidelands or Tidelands Bank were raised by the relevant governmental entity in any completed audit or examination that would reasonably be expected to recur in a later taxable period. None of Tidelands, Tidelands Bank or any predecessor has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment, deficiency, or collection, or has made any request in writing for any such extension or waiver, that remains in effect. There is not currently in effect any power of attorney authorizing any Person to act on behalf of Tidelands or Tidelands Bank, or receive information relating to Tidelands or Tidelands Bank, with respect to any Tax matter. (v) Neither Tidelands nor Tidelands Bank has requested or received any ruling from any governmental entity, or signed any binding agreement with any governmental entity (including, without limitation, any advance pricing agreement) that would affect any amount of Tax payable after the Closing Date and has not made any request for issuance of a ruling from a governmental entity on behalf of the Tidelands or Tidelands Bank (regardless of whether the requested ruling is still pending or withdrawn). (vig) Each of Tidelands the Company and Tidelands Bank its Subsidiaries has deducted, withheld and timely paid to the appropriate Taxing Authority all Taxes required to have been be deducted, withheld and or paid in connection with amounts paid paid, allocated to or owing amounts owing, and any Options granted, to any employee, independent contractor, shareholder, creditor, shareholder interest holder or other third partyPerson, and each of the Company and its Subsidiaries has complied with all applicable Tax Returns Laws relating to the payment, withholding, reporting and recordkeeping requirements relating to any Taxes required to be collected or withheld, including all information reporting (including without limitation all Internal Revenue Service (“IRS”) Forms W-2 and Form 1099) required and backup withholding, including maintenance requirements with respect thereto have been properly completed and timely filed with, and supplied to, the appropriate partiesthereto. (viih) Except There are no Liens, other than Permitted Liens, relating or attributable to Taxes encumbering (and no Taxing Authority has threatened to encumber) the assets of any of the Company or its Subsidiaries, nor are such assets the subject of any trust arising under Tax Law, other than statutory trust for Taxes not yet due and payable. (i) None of the Company or any customary agreements with customers, vendors, lenders, lessors of its Subsidiaries (i) is (or the like entered into in the ordinary course of business, neither Tidelands nor Tidelands Bank is has ever been) a party to or to, is bound by or has any obligation under any Tax sharingSharing Agreement and (ii) has any liability, allocation potential liability or indemnification agreement obligation (for Taxes or similar contract otherwise) to any Person as a result of or arrangement or pursuant to any agreement that obligates it to make any payment computed by reference to the Taxes, taxable income or taxable losses of any other Personsuch Tax Sharing Agreement. (viiij) Except for as identified on Section 4.14(j) of the affiliated group Company Disclosure Schedule, neither the execution and delivery of which Tidelands is this Agreement, nor the common parentconsummation of the transactions contemplated hereby will, each of Tidelands and Tidelands Bank is not and has never been either alone or in conjunction with any other event, result in any payment under a member of an affiliated group of corporations Company Benefit Plan that would be a non-deductible “excess parachute payment” within the meaning of Section 1504 280G of the Code. No Person is entitled to receive any “gross-up” payment from any of the Company or its Subsidiaries in the event that the excise Tax of Section 4999(a) of the Code is imposed on such Person. (k) None of the Company or its Subsidiaries is a party to, or otherwise obligated under, any Company Benefit Plan that provides for the gross-up of the Tax imposed by Section 409A(a)(1)(B) of the Code. Each Company Benefit Plan that is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) complies in all material respects with the requirements of Code Section 409A and the applicable regulations and guidance issued thereunder and each such plan has been operated, in all material respects, in accordance with such requirements. (l) None of the Company or its Subsidiaries is or ever has been a “United States real property holding corporation” within the meaning of Code Section 897(c)(2). (m) None of the Company or its Subsidiaries has waived any statute of limitations for the period of assessment or collection of Taxes, or agreed to or requested any extension of time for the period with respect to a Tax assessment or reassessment, which period (after giving effect to such extension or waiver) has not yet expired. (n) The Company and its Subsidiaries have never requested, executed, received or entered into with any Governmental Entity (i) any agreement, waiver or other document extending or having the effect of providing for any extension of time in respect of the filing of any Tax Returns in respect of any Taxes for which the Company or any Subsidiary is or may be liable, which period (after giving effect to such extension or waiver) has not yet expired; (ii) any closing agreement pursuant to Section 7121 of the Code, or any predecessor provision thereof or any similar provision of state, local or foreign Tax Law; (iii) any request for any private letter ruling (nor have any of them received such a private letter ruling), or (iv) any power of attorney with respect to any Tax matter which is currently in force. (o) None of the Company or its Subsidiaries has been included in, or has been a member of, an affiliated, consolidated, unitary, combined or similar Tax Return or group that filing a consolidated United States federal, state or non-U.S. jurisdiction income Tax Return other than the Tax Return or group of which the Company is the common parent. None of the Company or its Subsidiaries has filed a combined, consolidated or unitary Tax Return. Neither Tidelands nor Tidelands Bank is liable any liability for the Taxes of any Person (including an individual, corporation, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union or other entity or governmental entity) other than Tidelands and Tidelands Bank (i) under Treasury Regulations Regulation Section 1.1502-6 (or any similar provision of state, local or foreign lawLaw), as a transferee, successor or as a result of similar liability, operation of Law, by contract (including any Tax Sharing Agreement) or otherwise. (p) Neither the Company nor its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any Straddle Period or any other taxable period ending after the Closing Date as a result of any (i) change in accounting method or improper accounting method for any Pre-Closing Period or Straddle Period under Section 481 of the Code (or any analogous or comparable provision of U.S. state or local or non-U.S. Tax Law), (ii) as a transferee intercompany transactions or successorexcess loss accounts described in Treasury Regulations Section 1.1502-13 or 1.1502-19, (iii) installment sale or open transaction disposition made on or prior to the Closing Date, (iv) prepaid income received or accrued on or prior to the Closing Date, other than any deferred income accrued in the Ordinary Course by contractOxxxx Canada, Inc., (v) method of accounting that defers the recognition of income to any period ending after the Closing Date, or (ivvi) otherwisemodification or forgiveness of any indebtedness made on or prior to the Closing Date. (ixq) None of the Subsidiaries of the Company (that are limited liability companies) has made an election pursuant to Treasury Regulations Section 301.7701-3 to treat such Subsidiary as a corporation for United States federal income Tax purposes. No election pursuant to Treasury Regulations Section 301.7701-3 has been made by or on behalf of Oxxxx Canada, Inc. to treat such Subsidiary as an entity that is disregarded from its owner for United States federal income Tax purposes. (r) Each of the Company and its Subsidiaries has delivered or made available to the Purchaser as applicable: (i) correct and complete copies of all Income Tax Returns filed by each of the Company and its Subsidiaries for which the statute of limitations has not expired, including all Internal Revenue Service Form 1120 Schedule UTPs, (ii) all revenue agent’s reports, notices or proposed notices of deficiency or assessment, audit reports, information document requests, material correspondence and other similar documentation relating to Taxes or Tax Returns of the Company and each of its Subsidiaries relating to any period for which the statute of limitations has not expired; (iii) all ruling requests, technical advice memoranda, closing or similar agreements; (iv) all Tax Sharing Agreements or similar agreements with any Taxing Authority to which the Company or any of its Subsidiaries is a party (and under which the Company or any of its Subsidiaries could have any Tax or other liability); and (v) all extensions and waivers requested, executed, received or entered into with any Governmental Entity. (s) There are no joint ventures, partnerships, limited liability companies, or other arrangements or contracts to which the Company or any Subsidiary is a party and that could be treated as a partnership for federal income Tax purposes. (t) Neither Tidelands the Company nor Tidelands Bank any Subsidiary has, nor has constituted either it ever had, a “distributing corporation” or a “controlled corporationpermanent establishment” in any foreign country, as the term “permanent establishment” is defined in any applicable Tax treaty or convention between the United States (or, in the case of any Subsidiary, the country of residence of such Subsidiary) and such foreign country, or as defined under any foreign or domestic Law, nor has it otherwise taken steps that have exposed, or will expose, it to the taxing jurisdiction of a distribution Governmental Entity of such foreign country. (u) There are no circumstances existing which could result in the application to the Company or any Subsidiary of section 78, sections 80 through 80.4 of the Income Tax Act (Canada). (v) Oxxxx Canada, Inc. is registered for purposes of the Excise Tax Act (Canada) and its goods and services tax/harmonized sales tax registration number is 859830465. Oxxxx Canada, Inc. has complied on a timely basis with all registration, reporting, collection, remittance and other requirements in respect of its Transfer Taxes. (w) Neither the Company nor any Subsidiary has distributed stock of another corporation, or had its stock distributed by another corporation, in a transaction that was purported or intended to qualify for tax-free treatment under Section be governed in whole or in part by section 355 or Section 361 of the Code. (x) Neither Tidelands the Company nor Tidelands Bank any Subsidiary has been a party to engaged in any transaction that, as of the date hereof, is a “reportable listed transaction,” as such term is defined in under Treasury Regulations Section 1.6011-4(b)(1) (other than such transactions that 4(b)(2). The Company and each Subsidiary have been properly reported) or any other substantially similar transaction requiring disclosure under analogous disclosed in their Tax Returns all information required by the provisions of state, local or foreign Tax lawthe Treasury Regulations issued under Section 6011 of the Code with respect to any “reportable transaction” as that term is defined in Section 6707A(c) of the Code. (xiy) Tidelands has not taken To the Knowledge of the Company, the Company and each Subsidiary is in material compliance with all the terms and conditions of any action not in accordance with past practice that would have the effect of deferring a measure of Tax from a period (or portion thereof) ending on or before the Closing Date to a period (or portion thereof) beginning after the Closing Date. Tidelands has no deferred income exemption or other Tax Liability arising out reduction agreement or order of any transaction, including, without limitation, Governmental Entity and the consummation of the transactions contemplated by this Agreement will not have any (i) intercompany transaction (as defined in Treasury Regulations Section 1.1502-13), (ii) material adverse effect on the disposal continued validity and effectiveness of any property in a transaction accounted for under such Tax exemption or other Tax reduction agreement or order. (z) Neither the installment method pursuant Company nor any Subsidiary has ever elected to Section 453 of the Code, (iii) excess loss account (be treated as defined in Treasury Regulations Section 1.1502-19) with respect to the stock of any subsidiary of Tidelands, (iv) use of the long-term contract method of accounting, or (v) receipt of any prepaid amount on or before the Closing Date. Neither Tidelands nor Tidelands Bank has made an election S corporation under Section 108(i) 1362 of the Code (or any corresponding provision of state, local federal or foreign law)state Law. (xiiaa) Tidelands Oxxxx + Co., Inc. has delivered or made available to United for inspection complete and correct copies of (i) its been properly included in the consolidated federal and state income and franchise Tax Returns and reports filed by the Company for the past three (3) taxable periods ended on or after year ending December 31, 2014, 2009 and has indicated those Tax Returns that have been audited and those Tax Returns that are currently the subject of an audit, and (ii) all private letter rulings, revenue agent reports, settlement agreements, a description of all deficiency notices and any similar documents submitted by, received by or agreed to by or on behalf of Tidelands, Tidelands Bank, and any predecessor thereof and relating to Taxes for such taxable periods. Tidelands has delivered or made available to United the amount of any net operating loss, net capital loss, unused investment or other credit, unused foreign tax or excess charitable deduction available for use by Tidelands or Tidelands Bank. There is currently no limitation on the use of the Tax attributes of Tidelands and Tidelands Bank under Sections 269, 382, 383, 384 or 1502 of the Code (and similar provisions of state, local or foreign Tax law)years thereafter. (xiii) No closing agreement pursuant to Section 7121 of the Code (or any similar provision of state, local or non-U.S. law) has been entered into by or with respect to the Tidelands or Tidelands Bank.

Tax Returns; Taxes. CIS is a "small business corporation" and has maintained a valid election to be an "S" corporation under Subchapter S of the Internal Revenue Code of 1986 (the "Code") and the equivalent provisions of all applicable state income tax statutes since the later of (i) the date of its incorporation or (ii) December 31, 1986. Neither the tax imposed on certain built-in gains under Section 1374 of the Code nor the tax imposed on excess net passive income under Section 1375 of the Code applies to CIS. Each of Tidelands CIS and Tidelands Bank its subsidiaries has (i) duly filed all federal, state, local and timely filed with the appropriate governmental entity all Tax Returns foreign tax returns required to be filed by it and has duly paid or made adequate provision for the payment of all taxes which are due and payable pursuant to such returns or pursuant to any assessment with respect to taxes in such jurisdictions, whether or not in connection with such returns. Notwithstanding anything herein to the contrary, the Stockholders acknowledge that they shall be responsible for all taxes arising from the operations of CIS and its subsidiaries prior to and including the date of the 1996 Balance Sheet. All deficiencies asserted as a result of any examinations by the Internal Revenue Service (taking into account "IRS") or any other taxing authority have been paid, fully settled or adequately provided for in the 1996 Balance Sheet or the 1996 Subsidiary Balance Sheet. There are no pending claims asserted for taxes of CIS or any of its subsidiaries or outstanding agreements or waivers extending the statutory period of limitation applicable extensions), to any tax return of CIS or any of its subsidiaries for any period. Each of CIS and its subsidiaries has made all estimated income tax deposits and all such Tax Returns are true, correct other required tax payments or deposits and complete has complied for all prior periods in all material respects and prepared in compliance with the tax withholding provisions of all applicable laws and (ii) timely paid all Taxes due and owing (whether or not shown due on any Tax Returns). Neither Tidelands nor Tidelands Bank currently is the beneficiary of any extension of time within which to file any Tax Return. To the knowledge of Tidelandsfederal, no claim has ever been made by a governmental entity in a jurisdiction where Tidelands and Tidelands Bank do not file Tax Returns that Tidelands or Tidelands Bank is or may be subject to taxation by that jurisdiction. Neither Tidelands nor Tidelands Bank has commenced activities in any jurisdiction which will result in an initial filing of a Tax Return with respect to Taxes imposed by a governmental entity that it had not previously been required to file in the immediately preceding taxable period. (ii) The unpaid Taxes of Tidelands and Tidelands Bank (A) did not, as of December 31, 2015, exceed the reserve for Tax liabilities (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the balance sheets (rather than in any notes thereto) contained in the Tidelands Financial Statements, which were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Since December 31, 2015, neither Tidelands nor Tidelands Bank has incurred any liability for Taxes outside the ordinary course of business or otherwise inconsistent with past custom and practice. (iii) There are no liens, charges, restrictions, encumbrances or claims of any kind (collectively, “Liens”) for Taxes upon any property or asset of Tidelands or Tidelands Bank, except for Liens for current Taxes the payment of which is not yet delinquent, or for Taxes contested in good faith through appropriate proceedings and reserved against in accordance with GAAP. (iv) There are no deficiencies for Taxes with respect to Tidelands and Tidelands Bank that have been set forth or claimed in writing, or, to the knowledge of Tidelands, proposed or assessed by a governmental entity. There are no pending, or, to the knowledge of Tidelands, proposed or threatened audits, investigations, disputes or claims or other actions for or relating to any Tax Return or material liability for Taxes with respect to Tidelands and Tidelands Bank. No material issues relating to Taxes of Tidelands or Tidelands Bank were raised by the relevant governmental entity in any completed audit or examination that would reasonably be expected to recur in a later taxable period. None of Tidelands, Tidelands Bank or any predecessor has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment, deficiency, or collection, or has made any request in writing for any such extension or waiver, that remains in effect. There is not currently in effect any power of attorney authorizing any Person to act on behalf of Tidelands or Tidelands Bank, or receive information relating to Tidelands or Tidelands Bank, with respect to any Tax matter. (v) Neither Tidelands nor Tidelands Bank has requested or received any ruling from any governmental entity, or signed any binding agreement with any governmental entity (including, without limitation, any advance pricing agreement) that would affect any amount of Tax payable after the Closing Date and has not made any request for issuance of a ruling from a governmental entity on behalf of the Tidelands or Tidelands Bank (regardless of whether the requested ruling is still pending or withdrawn). (vi) Each of Tidelands and Tidelands Bank 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, shareholder or other third party, and all Tax Returns (including without limitation all Internal Revenue Service (“IRS”) Forms W-2 and 1099) required with respect thereto have been properly completed and timely filed with, and supplied to, the appropriate parties. (vii) Except for any customary agreements with customers, vendors, lenders, lessors or the like entered into in the ordinary course of business, neither Tidelands nor Tidelands Bank is a party to or bound by or has any obligation under any Tax sharing, allocation or indemnification agreement or similar contract or arrangement or any agreement that obligates it to make any payment computed by reference to the Taxes, taxable income or taxable losses of any other Person. (viii) Except for the affiliated group of which Tidelands is the common parent, each of Tidelands and Tidelands Bank is not and has never been a member of an affiliated group of corporations within the meaning of Section 1504 of the Code or any group that has filed a combined, consolidated or unitary Tax Return. Neither Tidelands nor Tidelands Bank is liable for the Taxes of any Person (including an individual, corporation, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union or other entity or governmental entity) other than Tidelands and Tidelands Bank (i) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or local, foreign law), (ii) as a transferee or successor, (iii) by contract, or (iv) otherwise. (ix) Neither Tidelands nor Tidelands Bank and other laws. CIS has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 or Section 361 of the Code. (x) Neither Tidelands nor Tidelands Bank has been a party to a “reportable transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(1) (other than such transactions that have been properly reported) or any other substantially similar transaction requiring disclosure under analogous provisions of state, local or foreign Tax law. (xi) Tidelands has not taken any action not in accordance with past practice that would have the effect of deferring a measure of Tax from a period (or portion thereof) ending on or before the Closing Date to a period (or portion thereof) beginning after the Closing Date. Tidelands has no deferred income or other Tax Liability arising out of any transaction, including, without limitation, any (i) intercompany transaction (as defined in Treasury Regulations Section 1.1502-13), (ii) the disposal of any property in a transaction accounted for under the installment method pursuant to Section 453 of the Code, (iii) excess loss account (as defined in Treasury Regulations Section 1.1502-19) with respect to the stock of any subsidiary of Tidelands, (iv) use of the long-term contract method of accounting, or (v) receipt of any prepaid amount on or before the Closing Date. Neither Tidelands nor Tidelands Bank has made an election under Section 108(i) of the Code (or any corresponding provision of state, local or foreign law). (xii) Tidelands has delivered or made available to United for inspection World Access true, complete and correct copies of (i) federal income tax returns of CIS and its federal and state income and franchise Tax Returns and reports subsidiaries for the past last three (3) taxable periods ended on or after December 31, 2014, years and has indicated those Tax Returns that have been audited and those Tax Returns that are currently the subject of an audit, and (ii) all private letter rulings, revenue agent reports, settlement agreements, a description of all deficiency notices and any similar documents submitted by, received by or agreed to by or on behalf of Tidelands, Tidelands Bank, and any predecessor thereof and relating to Taxes for such taxable periods. Tidelands has delivered or made available to United the amount such other tax returns of any net operating loss, net capital loss, unused investment or other credit, unused foreign tax or excess charitable deduction available for use requested by Tidelands or Tidelands Bank. There is currently no limitation on the use of the Tax attributes of Tidelands and Tidelands Bank under Sections 269, 382, 383, 384 or 1502 of the Code (and similar provisions of state, local or foreign Tax law)World Access. (xiii) No closing agreement pursuant to Section 7121 of the Code (or any similar provision of state, local or non-U.S. law) has been entered into by or with respect to the Tidelands or Tidelands Bank.

Tax Returns; Taxes. (ia) Each of Tidelands and Tidelands Bank has (i) duly and timely filed with the appropriate governmental entity all All Tax Returns required due to be have been filed by it Flint through the date hereof in accordance with all applicable Laws (taking into account any applicable extensions), pursuant to an extension of time or otherwise) have been duly filed and all such Tax Returns are true, correct and complete in all material respects respects. (b) All Taxes, deposits and prepared in compliance with all applicable laws and (ii) timely paid all Taxes due and owing other payments for which Flint has liability (whether or not shown due on any Tax Returns). Neither Tidelands nor Tidelands Bank currently is Return) have been paid in full or are accrued as liabilities for Taxes on the beneficiary books and records of any extension of time within which to file any Tax Return. To the knowledge of Tidelands, no claim has ever been made by a governmental entity in a jurisdiction where Tidelands and Tidelands Bank do not file Tax Returns that Tidelands or Tidelands Bank is or may be subject to taxation by that jurisdiction. Neither Tidelands nor Tidelands Bank has commenced activities in any jurisdiction which will result in an initial filing of a Tax Return with respect to Taxes imposed by a governmental entity that it had not previously been required to file in the immediately preceding taxable periodFlint. (iic) The unpaid amounts so paid, together with all amounts accrued as liabilities for Taxes of Tidelands and Tidelands Bank (A) did not, including Taxes accrued as of December 31, 2015, exceed the reserve for Tax liabilities (currently payable but excluding any reserve for deferred Taxes established accrual to reflect timing differences between book and Tax income) set forth on the face books of Flint, shall be adequate based on the balance sheets (rather than tax rates and applicable Laws in effect to satisfy all liabilities for Taxes of Flint in any notes thereto) contained in jurisdiction through the Tidelands Financial StatementsClosing Date, which were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Since December 31, 2015, neither Tidelands nor Tidelands Bank has incurred any liability for including Taxes outside accruable upon income earned through the ordinary course of business or otherwise inconsistent with past custom and practiceClosing Date. (iiid) There are not now any extensions of time in effect with respect to the dates on which any Tax Returns were or are due to be filed by Flint. (e) All Tax deficiencies asserted as a result of any examination by a Governmental Entity of a Tax Return of Flint have been paid in full, accrued on the books of Flint or finally settled, and no issue has been raised in any such examination that, by application of the same or similar principles, reasonably could be expected to result in a proposed Tax deficiency for any other period not so examined. (f) No claims have been asserted and no proposals or deficiencies for any Taxes of Flint are being asserted, proposed or, to the Knowledge of Flint, threatened, and no audit or investigation of any Tax Return of Flint has occurred or is currently underway, pending or threatened. (g) There are no liens, charges, restrictions, encumbrances outstanding waivers or claims agreements between any Governmental Entity and Flint for the extension of time for the assessment of any kind (collectivelyTaxes or deficiency thereof, “Liens”) nor are there any requests for Taxes upon rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or asset of Tidelands leased by Flint or Tidelands Bank, except for Liens for current Taxes the payment of which is not yet delinquent, or for Taxes contested in good faith through appropriate proceedings any other matter pending between Flint and reserved against in accordance with GAAPany Governmental Entity. (ivh) There are no deficiencies Liens for Taxes with respect to Tidelands and Tidelands Bank Flint or the assets or properties of Flint, nor is there any such Lien that have been set forth or claimed in writing, is pending or, to the knowledge Knowledge of TidelandsFlint, proposed or assessed by a governmental entity. There are no pending, or, to the knowledge of Tidelands, proposed or threatened audits, investigations, disputes or claims or other actions for or relating to any Tax Return or material liability for Taxes with respect to Tidelands and Tidelands Bank. No material issues relating to Taxes of Tidelands or Tidelands Bank were raised by the relevant governmental entity in any completed audit or examination that would reasonably be expected to recur in a later taxable period. None of Tidelands, Tidelands Bank or any predecessor has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment, deficiency, or collection, or has made any request in writing for any such extension or waiver, that remains in effect. There is not currently in effect any power of attorney authorizing any Person to act on behalf of Tidelands or Tidelands Bank, or receive information relating to Tidelands or Tidelands Bank, with respect to any Tax matterthreatened. (vi) Neither Tidelands nor Tidelands Bank has requested or received any ruling from any governmental entity, or signed any binding agreement with any governmental entity (including, without limitation, any advance pricing agreement) that would affect any amount of Tax payable after the Closing Date and has Flint is not made any request for issuance of a ruling from a governmental entity on behalf of the Tidelands or Tidelands Bank (regardless of whether the requested ruling is still pending or withdrawn). (vi) Each of Tidelands and Tidelands Bank 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, shareholder or other third party, and all Tax Returns (including without limitation all Internal Revenue Service (“IRS”) Forms W-2 and 1099) required with respect thereto have been properly completed and timely filed with, and supplied to, the appropriate parties. (vii) Except for any customary agreements with customers, vendors, lenders, lessors or the like entered into in the ordinary course of business, neither Tidelands nor Tidelands Bank is a party to or bound by or has any obligation under any Tax sharing, allocation or indemnification agreement or similar contract or arrangement or any agreement that obligates it to make any payment computed by reference to the Taxes, taxable income or taxable losses of any other Personsharing agreement. (viiij) Except for the affiliated group of which Tidelands is the common parent, each of Tidelands and Tidelands Bank is Flint has not and has never been a member of an "affiliated group group" of corporations (within the meaning of Section 1504 of the Code or ss. 1504) filing a consolidated federal income tax return. (k) Flint does not have any group that has filed a combined, consolidated or unitary Tax Return. Neither Tidelands nor Tidelands Bank is liable liability for the Taxes of any Person (including an individual, corporation, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union or other entity or governmental entity) other than Tidelands and Tidelands Bank (ifor itself) under Treasury Regulations Regulation Section 1.1502-6 (or any similar provision of state, local or foreign lawLaw), (ii) as a transferee or successor, (iii) by contract, contract or (iv) otherwise. (ix) Neither Tidelands nor Tidelands Bank has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 or Section 361 of the Code. (x) Neither Tidelands nor Tidelands Bank has been a party to a “reportable transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(1) (other than such transactions that have been properly reported) or any other substantially similar transaction requiring disclosure under analogous provisions of state, local or foreign Tax law. (xi) Tidelands has not taken any action not in accordance with past practice that would have the effect of deferring a measure of Tax from a period (or portion thereof) ending on or before the Closing Date to a period (or portion thereof) beginning after the Closing Date. Tidelands has no deferred income or other Tax Liability arising out of any transaction, including, without limitation, any (i) intercompany transaction (as defined in Treasury Regulations Section 1.1502-13), (ii) the disposal of any property in a transaction accounted for under the installment method pursuant to Section 453 of the Code, (iii) excess loss account (as defined in Treasury Regulations Section 1.1502-19) with respect to the stock of any subsidiary of Tidelands, (iv) use of the long-term contract method of accounting, or (v) receipt of any prepaid amount on or before the Closing Date. Neither Tidelands nor Tidelands Bank has made an election under Section 108(i) of the Code (or any corresponding provision of state, local or foreign law). (xii) Tidelands has delivered or made available to United for inspection complete and correct copies of (i) its federal and state income and franchise Tax Returns and reports for the past three (3) taxable periods ended on or after December 31, 2014, and has indicated those Tax Returns that have been audited and those Tax Returns that are currently the subject of an audit, and (ii) all private letter rulings, revenue agent reports, settlement agreements, a description of all deficiency notices and any similar documents submitted by, received by or agreed to by or on behalf of Tidelands, Tidelands Bank, and any predecessor thereof and relating to Taxes for such taxable periods. Tidelands has delivered or made available to United the amount of any net operating loss, net capital loss, unused investment or other credit, unused foreign tax or excess charitable deduction available for use by Tidelands or Tidelands Bank. There is currently no limitation on the use of the Tax attributes of Tidelands and Tidelands Bank under Sections 269, 382, 383, 384 or 1502 of the Code (and similar provisions of state, local or foreign Tax law). (xiii) No closing agreement pursuant to Section 7121 of the Code (or any similar provision of state, local or non-U.S. law) has been entered into by or with respect to the Tidelands or Tidelands Bank.

Tax Returns; Taxes. (i) Each of Tidelands WFM and Tidelands Bank has (i) the WFM Subsidiaries have duly filed all U.S. federal and timely filed with the appropriate governmental entity all Tax Returns material state, county, local and foreign tax returns and reports required to be filed by it (taking into account any applicable extensions)it, including those with respect to income, payroll, property, withholding, social security, unemployment, franchise, excise and sales taxes and all such Tax Returns returns and reports are true, correct and complete in all material respects and prepared respects; have either paid in compliance with full all applicable laws and (ii) timely paid all Taxes taxes that have become due and owing (whether or not shown due as reflected on any Tax Returns)return or report and any interest and penalties with respect thereto or have fully accrued on its books or have established adequate reserves for all taxes payable but not yet due; and have made cash deposits with appropriate governmental authorities representing estimated payments of taxes, including income taxes and employee withholding tax obligations. Neither Tidelands nor Tidelands Bank currently is the beneficiary No extension or waiver of any extension statute of limitations or time within which to file any Tax Return. To return has been granted to or requested by WFM or the knowledge of Tidelands, no claim has ever been made by a governmental entity in a jurisdiction where Tidelands and Tidelands Bank do not file Tax Returns that Tidelands or Tidelands Bank is or may be subject to taxation by that jurisdiction. Neither Tidelands nor Tidelands Bank has commenced activities in any jurisdiction which will result in an initial filing of a Tax Return WFM Subsidiaries with respect to Taxes imposed by a any tax. No unsatisfied deficiency, delinquency or default for any tax, assessment or governmental entity that it had not previously charge has been required to file in claimed, proposed or assessed against WFM or the immediately preceding taxable period. (ii) The unpaid Taxes WFM Subsidiaries, nor has WFM or the WFM Subsidiaries received notice of Tidelands any such deficiency, delinquency or default. WFM and Tidelands Bank (A) did not, as of December 31, 2015, exceed the reserve for Tax WFM Subsidiaries have no material tax liabilities (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth other than those reflected on the face of the balance sheets (rather than WFM Balance Sheet and those arising in any notes thereto) contained in the Tidelands Financial Statements, which were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Since December 31, 2015, neither Tidelands nor Tidelands Bank has incurred any liability for Taxes outside the ordinary course of business or otherwise inconsistent with past custom and practice. (iii) There are no liens, charges, restrictions, encumbrances or claims of any kind (collectively, “Liens”) for Taxes upon any property or asset of Tidelands or Tidelands Bank, except for Liens for current Taxes since the payment of which is not yet delinquent, or for Taxes contested in good faith through appropriate proceedings and reserved against in accordance with GAAP. (iv) There are no deficiencies for Taxes with respect to Tidelands and Tidelands Bank that have been set forth or claimed in writing, or, to the knowledge of Tidelands, proposed or assessed by a governmental entitydate thereof. There are no pending, or, to the knowledge of Tidelands, proposed or threatened audits, investigations, disputes or claims or other actions for or relating to any Tax Return or material liability for Taxes with respect to Tidelands and Tidelands Bank. No material issues relating to Taxes of Tidelands or Tidelands Bank were raised by the relevant governmental entity in any completed audit or examination that would reasonably be expected to recur in a later taxable period. None of Tidelands, Tidelands Bank or any predecessor has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment, deficiency, or collection, or has made any request in writing for any such extension or waiver, that remains in effect. There is not currently in effect any power of attorney authorizing any Person to act on behalf of Tidelands or Tidelands Bank, or receive information relating to Tidelands or Tidelands Bank, with respect to any Tax matter. (v) Neither Tidelands nor Tidelands Bank has requested or received any ruling from any governmental entity, or signed any binding agreement with any governmental entity (including, without limitation, any advance pricing agreement) that would affect any amount of Tax payable after the Closing Date and has not made any request for issuance of a ruling from a governmental entity on behalf of the Tidelands or Tidelands Bank (regardless of whether the requested ruling is still pending or withdrawn). (vi) Each of Tidelands and Tidelands Bank 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, shareholder or other third party, and all Tax Returns (including without limitation all Internal Revenue Service (“IRS”) Forms W-2 and 1099) required with respect thereto have been properly completed and timely filed with, and supplied to, the appropriate parties. (vii) Except for any customary agreements with customers, vendors, lenders, lessors or the like entered into in the ordinary course of business, neither Tidelands nor Tidelands Bank is a party to or bound by or has any obligation under any Tax sharing, allocation or indemnification agreement or similar contract or arrangement or any agreement that obligates it to WFM will make any payment computed by reference to the Taxes, taxable income or taxable losses of any other Person. (viii) Except for the affiliated group of which Tidelands is the common parent, each of Tidelands and Tidelands Bank is not and has never been a member of an affiliated group of corporations within the meaning of Section 1504 of the Code or any group that has filed a combined, consolidated or unitary Tax Return. Neither Tidelands nor Tidelands Bank is liable for the Taxes of any Person (including an individual, corporation, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union or other entity or governmental entity) other than Tidelands and Tidelands Bank (i) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), (ii) as a transferee or successor, (iii) by contract, or (iv) otherwise. (ix) Neither Tidelands nor Tidelands Bank has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 or Section 361 of the Code. (x) Neither Tidelands nor Tidelands Bank has been a party to a “reportable transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(1) (other than such transactions that have been properly reported) or any other substantially similar transaction requiring disclosure under analogous provisions of state, local or foreign Tax law. (xi) Tidelands has not taken any action not in accordance with past practice that would have the effect of deferring a measure of Tax from a period (or portion thereof) ending on or before the Closing Date to a period (or portion thereof) beginning after the Closing Date. Tidelands has no deferred income or other Tax Liability arising out of any transaction, including, without limitation, any (i) intercompany transaction (as defined in Treasury Regulations Section 1.1502-13), (ii) the disposal of any property in a transaction accounted for under the installment method pursuant to Section 453 of the Code, (iii) excess loss account (as defined in Treasury Regulations Section 1.1502-19) with respect to the stock of any subsidiary of Tidelands, (iv) use of the long-term contract method of accounting, or (v) receipt of any prepaid amount on or before the Closing Date. Neither Tidelands nor Tidelands Bank has made an election under Section 108(i) of the Code (or any corresponding provision of state, local or foreign law). (xii) Tidelands has delivered or made available to United for inspection Amrion true, complete and correct copies of (i) its WFM's consolidated U.S. federal and state income and franchise Tax Returns and reports tax returns for the past three (3) taxable periods ended on or after December 31, 2014, last five years and has indicated those Tax Returns that have been audited and those Tax Returns that are currently the subject of an audit, and (ii) all private letter rulings, revenue agent reports, settlement agreements, a description of all deficiency notices and any similar documents submitted by, received make available such other tax returns requested by or agreed to by or on behalf of Tidelands, Tidelands Bank, and any predecessor thereof and relating to Taxes for such taxable periods. Tidelands has delivered or made available to United the amount of any net operating loss, net capital loss, unused investment or other credit, unused foreign tax or excess charitable deduction available for use by Tidelands or Tidelands BankAmrion. There is currently no limitation on the use dispute or claim concerning any material tax liability of the Tax attributes of Tidelands and Tidelands Bank under Sections 269, 382, 383, 384 or 1502 of the Code (and similar provisions of state, local or foreign Tax law). (xiii) No closing agreement pursuant to Section 7121 of the Code (WFM or any similar provision of state, local its subsidiaries either: (a) raised by any taxing authority in writing; (b) as to which WFM or non-U.S. lawany of its subsidiaries has received notice concerning a potential audit of any return filed by WFM; and (c) has been entered into there is no outstanding audit or pending audit of any tax return filed by or with respect to the Tidelands or Tidelands Bank.WFM. 14

Tax Returns; Taxes. (ia) Each of Tidelands and Tidelands Bank Clayton has (i) duly and timely filed with the appropriate governmental entity all Tax Returns required to be filed by it (taking into account any applicable extensions), and all such Tax Returns are true, correct and complete in all material respects and prepared in compliance with all applicable laws and (ii) timely paid all Taxes due and owing (whether or not shown due on any Tax Returns). Neither Tidelands nor Tidelands Bank currently is the beneficiary of any extension of time within which to file any Tax Return. To the knowledge of Tidelands, no claim has ever been made by a governmental entity in a jurisdiction where Tidelands and Tidelands Bank do not file Tax Returns that Tidelands or Tidelands Bank is or may be subject to taxation by that jurisdiction. Neither Tidelands nor Tidelands Bank has commenced activities in any jurisdiction which will result in an initial filing of a Tax Return with respect to Taxes imposed by a governmental entity that it had not previously been required to file in the immediately preceding taxable period. (ii) The unpaid Taxes of Tidelands and Tidelands Bank (A) did not, as of December 31, 2015, exceed the reserve for Tax liabilities (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the balance sheets (rather than in any notes thereto) contained in the Tidelands Financial Statements, which were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Since December 31, 2015, neither Tidelands nor Tidelands Bank has incurred any liability for Taxes outside the ordinary course of business or otherwise inconsistent with past custom and practice. (iii) There are no liens, charges, restrictions, encumbrances or claims of any kind (collectively, “Liens”) for Taxes upon any property or asset of Tidelands or Tidelands Bank, except for Liens for current Taxes the payment of which is not yet delinquent, or for Taxes contested in good faith through appropriate proceedings and reserved against in accordance with GAAP. (iv) There are no deficiencies for Taxes with respect to Tidelands and Tidelands Bank that have been set forth or claimed in writing, or, to the knowledge of Tidelands, proposed or assessed by a governmental entity. There are no pending, or, to the knowledge of Tidelands, proposed or threatened audits, investigations, disputes or claims or other actions for or relating to any Tax Return or material liability for Taxes with respect to Tidelands and Tidelands Bank. No material issues relating to Taxes of Tidelands or Tidelands Bank were raised by the relevant governmental entity in any completed audit or examination that would reasonably be expected to recur in a later taxable period. None of Tidelands, Tidelands Bank or any predecessor has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment, deficiency, or collection, or has made any request in writing for any such extension or waiver, that remains in effect. There is not currently in effect any power of attorney authorizing any Person to act on behalf of Tidelands or Tidelands Bank, or receive information relating to Tidelands or Tidelands Bank, with respect to any Tax matter. (v) Neither Tidelands nor Tidelands Bank has requested or received any ruling from any governmental entity, or signed any binding agreement with any governmental entity (including, without limitation, any advance pricing agreement) that would affect any amount of Tax payable after the Closing Date and has not made any request for issuance of a ruling from a governmental entity on behalf of the Tidelands or Tidelands Bank (regardless of whether the requested ruling is still pending or withdrawn). (vi) Each of Tidelands and Tidelands Bank 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, shareholder or other third party, and all Tax Returns (including without limitation all Internal Revenue Service (“IRS”) Forms W-2 and 1099) required with respect thereto have been properly completed and timely filed with, and supplied to, the appropriate parties. (vii) Except for any customary agreements with customers, vendors, lenders, lessors or the like entered into in the ordinary course of business, neither Tidelands nor Tidelands Bank is a party to or bound by or has any obligation under any Tax sharing, allocation or indemnification agreement or similar contract or arrangement or any agreement that obligates it to make any payment computed by reference to the Taxes, taxable income or taxable losses of any other Person. (viii) Except for the affiliated group of which Tidelands is the common parent, each of Tidelands and Tidelands Bank is not and has never been a member of an affiliated group of corporations within the meaning of Section 1504 of the Code or any group that has filed a combined, consolidated or unitary Tax Return. Neither Tidelands nor Tidelands Bank is liable for the Taxes of any Person (including an individual, corporation, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union or other entity or governmental entity) other than Tidelands and Tidelands Bank (i) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), (ii) as a transferee or successor, (iii) by contract, or (iv) otherwise. (ix) Neither Tidelands nor Tidelands Bank has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 or Section 361 of the Code. filxx (x) Neither Tidelands nor Tidelands Bank has been a party to a “reportable transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(1) (other than such transactions that have been properly reported) or any other substantially similar transaction requiring disclosure under analogous provisions of state, local or foreign Tax law. (xi) Tidelands has not taken any action not in accordance with past practice that would have the effect of deferring a measure of Tax from a period (or portion thereof) ending on or before the Closing Date to a period (or portion thereof) beginning after the Closing Date. Tidelands has no deferred income or other Tax Liability arising out of any transaction, including, without limitation, any (i) intercompany transaction (as defined in Treasury Regulations Section 1.1502-13), (ii) the disposal of any property in a transaction accounted for under the installment method pursuant to Section 453 of the Code, (iii) excess loss account (as defined in Treasury Regulations Section 1.1502-19) with respect to the stock of any subsidiary of Tidelands, (iv) use of the long-term contract method of accounting, or (v) receipt of any prepaid amount on or before the Closing Date. Neither Tidelands nor Tidelands Bank has made an election under Section 108(i) of the Code (or any corresponding provision of state, local or foreign law). (xii) Tidelands has delivered or made available to United for inspection complete and correct copies of (i) its all required federal and state income tax returns and franchise Tax Returns and reports for the past three (3) taxable periods ended on or after December 31, 2014, and has indicated those Tax Returns that have been audited and those Tax Returns that are currently the subject of an auditreports, and (ii) all private letter rulingsrequired returns and reports of other governmental units having jurisdiction with respect to taxes imposed upon its income, revenue agent reportsproperties, settlement agreementsrevenues, franchises, operations or other assets or taxes imposed which might create a description material lien or encumbrance on any of all deficiency notices such assets or affect materially and any similar documents submitted byadversely its business or operations. To the knowledge of the officers of Clayton (the "Claytox Xxxxxement"), received by xxxx returns or agreed to by or on behalf of Tidelands, Tidelands Bankreports are, and any predecessor thereof when filed will be, true, complete and relating correct, and Clayton has paid, to Taxes for xxx xxtent such taxable taxes or other governmental charges have become due, all taxes and other governmental charges set forth in such returns or reports. To the knowledge of the Clayton Management, xxx xxxeral, state and local taxes and other governmental charges paid or payable by Clayton have been paxx, xx have been accrued or reserved on its books in accordance with generally accepted accounting principles applied on a basis consistent with prior periods. Tidelands To the knowledge of the Clayton Management, xxxxxxxe reserves for the payment of taxes have been established on the books of Clayton for all perixxx xxxough the date hereof, whether or not due and payable and whether or not disputed. Until the Closing Date, Clayton shall continxx xx xrovide adequate reserves for the payment of expected tax liabilities in accordance with generally accepted accounting principles applied on a basis consistent with prior periods. Clayton has delivered not recexxxx xxy notice of a tax deficiency or made available to United the amount assessment of additional taxes of any net operating losskind and, net capital loss, unused investment or other credit, unused foreign tax or excess charitable deduction available for use by Tidelands or Tidelands Bank. There is currently no limitation on to the use knowledge of the Tax attributes of Tidelands and Tidelands Bank under Sections 269Clayton Management, 382xxxxx xs no threatened claim against Clayton, 383, 384 or 1502 to the kxxxxxxxe of the Code (and similar provisions Clayton Management, xxx xxxis for any such claim, for payment of any additional federal, state, local or foreign Tax law)taxes for any period prior to the date of this Agreement in excess of the accruals or reserves with respect to any such claim shown in the 1996 Clayton Financial Stxxxxxxxs described in Section 4.2.6 below or disclosed in the notes with respect thereto. There are no waivers or agreements by Clayton for the extexxxxx xf time for the assessment of any taxes. The federal income tax returns of Clayton have not beex xxxxxned by the Internal Revenue Service for any period since January 1, 1993. (xiiib) No closing agreement pursuant Except as set forth in the Clayton Disclosure Mxxxxxxxum, to Section 7121 the knowledge of the Code (or any similar provision Clayton Management, xxxxxx and accurate amounts have been withheld by Clayton from its empxxxxxx for all periods in full and complete compliance with the tax withholding provisions of stateapplicable federal, state and local or non-U.S. law) has tax laws, and proper and accurate federal, state and local tax returns have been entered into filed by or Clayton for all perixxx xxx which returns were due with respect to withholding, social security and unemployment taxes, and the Tidelands or Tidelands Bankamounts shown thereon to be due and payable have been paid in full.

Tax Returns; Taxes. (a) SGFC has duly filed (i) Each of Tidelands all required federal and Tidelands Bank has (i) duly state tax returns and timely filed with the appropriate governmental entity all Tax Returns required to be filed by it (taking into account any applicable extensions)reports, and all such Tax Returns are true, correct and complete in all material respects and prepared in compliance with all applicable laws and (ii) timely paid all Taxes due required returns and owing (whether reports of other governmental units having jurisdiction with respect to taxes imposed upon its income, properties, revenues, franchises, operations or not shown due other assets or taxes imposed which might create a material lien or encumbrance on any Tax Returns). Neither Tidelands nor Tidelands Bank currently is the beneficiary of any extension of time within which to file any Tax Returnsuch assets or affect materially and adversely its business or operations. To the knowledge of Tidelandsthe officers of SGFC (the "SGFC MANAGEMENT"), no claim such returns or reports are, and when filed will be, true, complete and correct, and SGFC has ever been made by a paid, to the extent such taxes or other governmental entity in a jurisdiction where Tidelands charges have become due, all taxes and Tidelands Bank do not file Tax Returns that Tidelands or Tidelands Bank is or may be subject to taxation by that jurisdiction. Neither Tidelands nor Tidelands Bank has commenced activities in any jurisdiction which will result in an initial filing of a Tax Return with respect to Taxes imposed by a other governmental entity that it had not previously been required to file in the immediately preceding taxable period. (ii) The unpaid Taxes of Tidelands and Tidelands Bank (A) did not, as of December 31, 2015, exceed the reserve for Tax liabilities (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) charges set forth on in such returns or reports. To the face knowledge of the balance sheets (rather than in any notes thereto) contained in the Tidelands Financial StatementsSGFC Management, which were prepared all federal, state and local taxes and other governmental charges paid or payable by SGFC have been paid, or have been accrued or reserved on its books in accordance with U.S. generally accepted accounting principles (“GAAP”)applied on a basis consistent with prior periods. Since December 31To the knowledge of the SGFC Management, 2015adequate reserves for the payment of taxes have been established on the books of SGFC for all periods through the date hereof, neither Tidelands nor Tidelands Bank whether or not due and payable and whether or not disputed. Until the Closing Date, SGFC shall continue to provide adequate reserves for the payment of expected tax liabilities in accordance with generally accepted accounting principles applied on a basis consistent with prior periods. SGFC has incurred not received any liability for Taxes outside the ordinary course notice of business a tax deficiency or otherwise inconsistent with past custom and practice. (iii) There are no liens, charges, restrictions, encumbrances or claims assessment of additional taxes of any kind (collectively, “Liens”) for Taxes upon any property or asset of Tidelands or Tidelands Bank, except for Liens for current Taxes the payment of which is not yet delinquent, or for Taxes contested in good faith through appropriate proceedings and reserved against in accordance with GAAP. (iv) There are no deficiencies for Taxes with respect to Tidelands and Tidelands Bank that have been set forth or claimed in writing, orand, to the knowledge of Tidelandsthe SGFC Management, proposed there is no threatened claim against SGFC, or assessed by a governmental entity. There are no pending, or, to the knowledge of Tidelandsthe SGFC Management, proposed or threatened audits, investigations, disputes or claims or other actions for or relating to any Tax Return or material liability for Taxes with respect to Tidelands and Tidelands Bank. No material issues relating to Taxes of Tidelands or Tidelands Bank were raised by the relevant governmental entity in any completed audit or examination that would reasonably be expected to recur in a later taxable period. None of Tidelands, Tidelands Bank or any predecessor has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment, deficiency, or collection, or has made any request in writing basis for any such extension or waiverclaim, that remains in effect. There is not currently in effect any power of attorney authorizing any Person to act on behalf of Tidelands or Tidelands Bank, or receive information relating to Tidelands or Tidelands Bank, with respect to any Tax matter. (v) Neither Tidelands nor Tidelands Bank has requested or received any ruling from any governmental entity, or signed any binding agreement with any governmental entity (including, without limitation, any advance pricing agreement) that would affect any amount of Tax payable after the Closing Date and has not made any request for issuance of a ruling from a governmental entity on behalf of the Tidelands or Tidelands Bank (regardless of whether the requested ruling is still pending or withdrawn). (vi) Each of Tidelands and Tidelands Bank 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, shareholder or other third party, and all Tax Returns (including without limitation all Internal Revenue Service (“IRS”) Forms W-2 and 1099) required with respect thereto have been properly completed and timely filed with, and supplied to, the appropriate parties. (vii) Except for any customary agreements with customers, vendors, lenders, lessors or the like entered into in the ordinary course of business, neither Tidelands nor Tidelands Bank is a party to or bound by or has any obligation under any Tax sharing, allocation or indemnification agreement or similar contract or arrangement or any agreement that obligates it to make any payment computed by reference to the Taxes, taxable income or taxable losses of any other Person. (viii) Except for the affiliated group of which Tidelands is the common parentadditional federal, each of Tidelands and Tidelands Bank is not and has never been a member of an affiliated group of corporations within the meaning of Section 1504 of the Code or any group that has filed a combined, consolidated or unitary Tax Return. Neither Tidelands nor Tidelands Bank is liable for the Taxes of any Person (including an individual, corporation, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union or other entity or governmental entity) other than Tidelands and Tidelands Bank (i) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), (ii) as a transferee or successor, (iii) by contract, or (iv) otherwise. (ix) Neither Tidelands nor Tidelands Bank has constituted either a “distributing corporation” or a “controlled corporation” taxes for any period prior to the date of this Agreement in a distribution of stock intended to qualify for tax-free treatment under Section 355 or Section 361 excess of the Code. (x) Neither Tidelands nor Tidelands Bank has been a party to a “reportable transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(1) (other than such transactions that have been properly reported) accruals or any other substantially similar transaction requiring disclosure under analogous provisions of state, local or foreign Tax law. (xi) Tidelands has not taken any action not in accordance with past practice that would have the effect of deferring a measure of Tax from a period (or portion thereof) ending on or before the Closing Date to a period (or portion thereof) beginning after the Closing Date. Tidelands has no deferred income or other Tax Liability arising out of any transaction, including, without limitation, any (i) intercompany transaction (as defined in Treasury Regulations Section 1.1502-13), (ii) the disposal of any property in a transaction accounted for under the installment method pursuant to Section 453 of the Code, (iii) excess loss account (as defined in Treasury Regulations Section 1.1502-19) reserves with respect to any such claim shown in the stock 2003 SGFC Financial Statements described in SECTION 6.2.6 below or disclosed in the notes with respect thereto. There are no waivers or agreements by SGFC for the extension of time for the assessment of any subsidiary taxes. The federal income tax returns of Tidelands, (iv) use of SGFC have not been examined by the long-term contract method of accounting, or (v) receipt of Internal Revenue Service for any prepaid amount on or before the Closing Date. Neither Tidelands nor Tidelands Bank has made an election under Section 108(i) of the Code (or any corresponding provision of state, local or foreign law). (xii) Tidelands has delivered or made available to United for inspection complete and correct copies of (i) its federal and state income and franchise Tax Returns and reports for the past three (3) taxable periods ended on or after period since December 31, 2014, 1997 and has indicated those Tax Returns that have been audited and those Tax Returns that are no tax return is currently the subject of an audit, and (ii) all private letter rulings, revenue agent reports, settlement agreements, a description of all deficiency notices and any similar documents submitted by, received by or agreed to by or on behalf of Tidelands, Tidelands Bank, and any predecessor thereof and relating to Taxes for such taxable periods. Tidelands has delivered or made available to United the amount of any net operating loss, net capital loss, unused investment or other credit, unused foreign tax or excess charitable deduction available for use by Tidelands or Tidelands Bank. There is currently no limitation on the use of the Tax attributes of Tidelands and Tidelands Bank under Sections 269, 382, 383, 384 or 1502 of the Code (and similar provisions of state, local or foreign Tax law). (xiiib) No closing agreement pursuant Except as set forth in the SGFC Disclosure Memorandum, to Section 7121 the knowledge of the Code (or any similar provision SGFC Management, proper and accurate amounts have been withheld by SGFC from its employees for all periods in full and complete compliance with the tax withholding provisions of stateapplicable federal, state and local or non-U.S. law) has tax laws, and proper and accurate federal, state and local tax returns have been entered into filed by or SGFC for all periods for which returns were due with respect to withholding, social security and unemployment taxes, and the Tidelands or Tidelands Bankamounts shown thereon to be due and payable have been paid in full.

Tax Returns; Taxes. Except as set forth on Schedule 3.1.15, (ia) Each of Tidelands and Tidelands Bank has (i) duly and timely filed with the appropriate governmental entity all Tax Returns required with respect to be the Nexans WW Business due to have been filed by it (taking into account any through the date hereof in accordance with all applicable extensions), Laws have been duly filed and all such Tax Returns are true, correct and complete in all material respects respects; (b) all Taxes, deposits and prepared in compliance other payments with all applicable laws and (ii) timely paid all Taxes due and owing respect to the Nexans WW Business for which a Nexans Entity has liability (whether or not shown due on any Tax Returns). Neither Tidelands nor Tidelands Bank Return) have been paid in full or will be accrued as liabilities for Taxes on the Nexans Closing Balance Sheet; (c) the amounts so paid, together with all amounts accrued as liabilities for Taxes (including Taxes accrued as currently is the beneficiary of any extension of time within which to file any Tax Return. To the knowledge of Tidelands, no claim has ever been made by a governmental entity in a jurisdiction where Tidelands and Tidelands Bank do not file Tax Returns that Tidelands or Tidelands Bank is or may be subject to taxation by that jurisdiction. Neither Tidelands nor Tidelands Bank has commenced activities in any jurisdiction which will result in an initial filing of a Tax Return with respect to Taxes imposed by a governmental entity that it had not previously been required to file in the immediately preceding taxable period. (ii) The unpaid Taxes of Tidelands and Tidelands Bank (A) did not, as of December 31, 2015, exceed the reserve for Tax liabilities (payable but excluding any reserve for deferred Taxes established accrual to reflect timing differences between book and Tax income) set forth on the face of the balance sheets (rather than in any notes thereto) contained in the Tidelands Nexans Financial Statements, which were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Since December 31, 2015, neither Tidelands nor Tidelands Bank has incurred any liability for Taxes outside the ordinary course of business or otherwise inconsistent with past custom and practice. (iii) There are no liens, charges, restrictions, encumbrances or claims of any kind (collectively, “Liens”) for Taxes upon any property or asset of Tidelands or Tidelands Bank, except for Liens for current Taxes the payment of which is not yet delinquent, or for Taxes contested in good faith through appropriate proceedings and reserved against in accordance with GAAP. (iv) There are no deficiencies for Taxes Statements with respect to Tidelands the Nexans WW Business, shall be adequate based on the tax rates and Tidelands Bank that applicable Laws in effect to satisfy all liabilities for Taxes of the Nexans Entities with respect to the Nexans WW Business in any jurisdiction through the Closing Date, including Taxes accruable upon income earned through the Closing Date; (d) there are not now any extensions of time in effect with respect to the dates on which any Tax Returns with respect to the Nexans WW Business were or are due to be filed by a Nexans Entity; (e) all Tax deficiencies asserted as a result of any examination by a Governmental Entity of a Tax Return of a Nexans Entity with respect to the Nexans WW Business have been set forth paid in full, accrued on Nexans Financial Statements or claimed finally settled, and no issue has been raised in writingany such examination that, by application of the same or similar principles, reasonably could be expected to result in a proposed Tax deficiency for any other period not so examined; (f) no claims have been asserted and no proposals or deficiencies for any Taxes of a Nexans Entity with respect to the Nexans WW Business are being asserted, proposed or, to the knowledge Knowledge of TidelandsNexans, proposed threatened, or assessed by a governmental entity. There are expected to be assessed, and no pending, or, to the knowledge audit or investigation of Tidelands, proposed or threatened audits, investigations, disputes or claims or other actions for or relating to any Tax Return or material liability for Taxes of a Nexans Entity with respect to Tidelands and Tidelands Bank. No material issues relating to Taxes of Tidelands the Nexans WW Business is currently underway, pending or Tidelands Bank were raised threatened; (g) no claim has been made since January 1, 2003 against a Nexans Entity by the relevant governmental entity in any completed audit or examination that would reasonably be expected to recur Governmental Entity in a later taxable period. None of Tidelands, Tidelands Bank or any predecessor has waived any statute of limitations in respect of Taxes or agreed to any extension of time jurisdiction where the applicable Nexans Entity does not file Tax Returns with respect to a Tax assessment, deficiency, the Nexans WW Business that such Nexans Entity is or collection, or has made any request in writing for any such extension or waiver, that remains in effect. There is not currently in effect any power of attorney authorizing any Person may be subject to act on behalf of Tidelands or Tidelands Bank, or receive information relating to Tidelands or Tidelands Bank, taxation with respect to any Tax matter. the Nexans WW Business in such jurisdiction; (vh) Neither Tidelands nor Tidelands Bank has requested or received any ruling from any governmental entity, or signed any binding agreement with any governmental entity (including, without limitation, any advance pricing agreement) that would affect any amount of Tax payable after the Closing Date and has not made any request for issuance of a ruling from a governmental entity on behalf of the Tidelands or Tidelands Bank (regardless of whether the requested ruling is still pending or withdrawn). (vi) Each of Tidelands and Tidelands Bank each Nexans Entity has withheld and paid all Taxes with respect to the Nexans WW Business required to have been withheld and paid by it in connection with amounts paid or owing to any employee, independent contractor, creditor, creditor or shareholder thereof or other third party, ; (i) there are no outstanding waivers or agreements between any Governmental Entity and all Tax Returns (including without limitation all Internal Revenue Service (“IRS”) Forms W-2 and 1099) required a Nexans Entity or for the extension of time for the assessment of any Taxes or deficiency thereof with respect thereto have been properly completed to the Nexans WW Business, nor are there any requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by a Nexans Entity or any other matter pending between a Nexans Entity and timely filed with, and supplied to, the appropriate parties. any Governmental Entity; (viij) Except there are no Encumbrances for any customary agreements Taxes with customers, vendors, lenders, lessors respect to a Nexans Entity or the like entered into in Nexans WW Assets other than Encumbrances for Taxes that are not yet due and payable, nor is there any such Lien that is pending or, to the ordinary course Knowledge of businessNexans, neither Tidelands nor Tidelands Bank threatened; and (k) no Nexans Entity is a party to or bound by or has any obligation under any Tax sharing, allocation or indemnification agreement or similar contract or arrangement or any agreement that obligates it to make any payment computed by reference to the Taxes, taxable income or taxable losses of any other Personsharing agreement. (viii) Except for the affiliated group of which Tidelands is the common parent, each of Tidelands and Tidelands Bank is not and has never been a member of an affiliated group of corporations within the meaning of Section 1504 of the Code or any group that has filed a combined, consolidated or unitary Tax Return. Neither Tidelands nor Tidelands Bank is liable for the Taxes of any Person (including an individual, corporation, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union or other entity or governmental entity) other than Tidelands and Tidelands Bank (i) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), (ii) as a transferee or successor, (iii) by contract, or (iv) otherwise. (ix) Neither Tidelands nor Tidelands Bank has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 or Section 361 of the Code. (x) Neither Tidelands nor Tidelands Bank has been a party to a “reportable transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(1) (other than such transactions that have been properly reported) or any other substantially similar transaction requiring disclosure under analogous provisions of state, local or foreign Tax law. (xi) Tidelands has not taken any action not in accordance with past practice that would have the effect of deferring a measure of Tax from a period (or portion thereof) ending on or before the Closing Date to a period (or portion thereof) beginning after the Closing Date. Tidelands has no deferred income or other Tax Liability arising out of any transaction, including, without limitation, any (i) intercompany transaction (as defined in Treasury Regulations Section 1.1502-13), (ii) the disposal of any property in a transaction accounted for under the installment method pursuant to Section 453 of the Code, (iii) excess loss account (as defined in Treasury Regulations Section 1.1502-19) with respect to the stock of any subsidiary of Tidelands, (iv) use of the long-term contract method of accounting, or (v) receipt of any prepaid amount on or before the Closing Date. Neither Tidelands nor Tidelands Bank has made an election under Section 108(i) of the Code (or any corresponding provision of state, local or foreign law). (xii) Tidelands has delivered or made available to United for inspection complete and correct copies of (i) its federal and state income and franchise Tax Returns and reports for the past three (3) taxable periods ended on or after December 31, 2014, and has indicated those Tax Returns that have been audited and those Tax Returns that are currently the subject of an audit, and (ii) all private letter rulings, revenue agent reports, settlement agreements, a description of all deficiency notices and any similar documents submitted by, received by or agreed to by or on behalf of Tidelands, Tidelands Bank, and any predecessor thereof and relating to Taxes for such taxable periods. Tidelands has delivered or made available to United the amount of any net operating loss, net capital loss, unused investment or other credit, unused foreign tax or excess charitable deduction available for use by Tidelands or Tidelands Bank. There is currently no limitation on the use of the Tax attributes of Tidelands and Tidelands Bank under Sections 269, 382, 383, 384 or 1502 of the Code (and similar provisions of state, local or foreign Tax law). (xiii) No closing agreement pursuant to Section 7121 of the Code (or any similar provision of state, local or non-U.S. law) has been entered into by or with respect to the Tidelands or Tidelands Bank.