In the event of Party A as the payment channel, Party A shall charge Party B a channel fee (“Channel Fee”) when the Parties conduct monthly settlement, for the actual consumption amount charged on behalf of Party B arising from the users of Party B on the platform/products of Party B. Party A hereby undertakes that Party A shall calculate the Channel Fee according to market price or cost price, whichever is lower, and shall not separately charge Party B other fees for the purpose of the cooperation in the name of other fees other than the Channel Fee.

Shareholders’ Agreements; Management Agreements; Tax Sharing Agreements; and Existing Indebtedness Agreements. On or prior to the Effective Date, there shall have been delivered to Lender true and correct copies of the following documents; provided, that the filing of any such document with the Securities and Exchange Commission shall be deemed to satisfy the delivery requirements of this Section 5.16:

Profit Sharing. Each Employer may establish a profit sharing feature by which a contribution to the Plan may be allocated to Participants pursuant to criteria related to the Employer’s annual performance, as established by resolution of its governing body and subject to the approval of the Committee. Each profit sharing feature shall be set forth in [Schedule C] and shall be applicable to the Employer that established the feature until changed by action of such Employer’s governing body and approved by the Committee. Any such contribution will be made in accordance with Section 5.1 and will be invested pursuant to the Participant’s investment election.

Office Sharing. Notwithstanding anything in this Lease to the contrary, without being subject to Landlord’s rights and Tenant’s obligations set forth in this Article 14, and without requiring Landlord’s consent, Tenant may permit Office Sharing (as hereinafter defined) by Affiliates, Clients and Business Partners (as hereinafter defined) of Tenant, without the same constituting a Transfer, an assignment or subletting within the meaning of this Article 14 provided that the total space licensed under Office Sharing shall not exceed 25% of the Premises. The term “Affiliate” means any entity Controlling, Controlled by or under common Control with Tenant; and “Control” (and with correlative meaning, “Controlled by”) means ownership of not less than 50% of all of the beneficial ownership interests of any business entity, and/or the power to direct or cause the direction of the management and policy of such business entity. The term “Clients and Business Partners” shall mean persons or entities who are occupying or using portions of the Demised Premises and are either # performing services for Tenant as subcontractors under Tenant’s contracts, # personnel employed by persons or entities for whom Tenant is performing services on a contractual basis, or # personnel employed by persons or entities with whom Tenant is engaged in a joint venture or joint teaming effort. The term “Office Sharing” shall mean the use of portions of the Demised Premises by Affiliates and/or Clients and Business Partners, if, with respect to such Clients and Business Partners, such use is in connection with the services being provided to Tenant by the applicable Clients and Business Partners, the services being provided to the applicable Clients and Business Partners by Tenant, or the services being jointly provided by Tenant and the applicable Clients and Business Partners. No Office Sharing arrangement shall release Tenant from its obligations hereunder.

Revenue Sharing. During the Term of this Agreement, the Company shall pay to IPN, the Adjusted Gross Revenue Sharing Percentage, in cash or by wire transfer as directed by IPN, calculated based on the Adjusted Gross Revenue accounted by the Company and its subsidiaries during each calendar quarter (January through March being the First Quarter, April through June being the Second Quarter, July through September being the Third Quarter and October through December being the Fourth Quarter) commencing with the end of the first calendar quarter after the date of this Agreement. All payments of the Adjusted Gross Revenue Sharing Percentage shall be paid within thirty (30) days of the last day of the calendar quarter during which revenues are accounted, time being of the essence of this provision. At the time of payment, the Company shall also deliver IPN an accurate and complete written statement setting forth the Company’s calculations of the Adjusted Gross Revenue Sharing Percentage, including the basis of the gross revenues from the Defined Revenue Sources, the Cost of Goods Sold and the Adjusted Gross Revenues during the quarter, certified as to accuracy by an appropriate representative of the Company.

Information Sharing. If Indemnitee is the subject of or is implicated in any way during an investigation, whether formal or informal, the Company shall promptly notify the Indemnitee of such investigation, unless such notice is prohibited by any law, rule, regulation or formal order from a regulatory agency. The Company shall further share with Indemnitee any information it has turned over to any third parties concerning the investigation (“Shared Information”) at the time such information is so furnished, unless such notice is prohibited by any law, rule, regulation or formal order from a regulatory agency, would breach a confidentiality obligation owed to a third party or would waive the Company’s attorney-client privilege. By executing this agreement, Indemnitee agrees that such Shared Information is material non-public information that Indemnitee is obligated to hold in confidence and may not disclose publicly; provided, however, that Indemnitee is permitted to use the Shared Information and to disclose such Shared information to lndemnitee’s legal counsel and third parties solely in connection with defending Indemnitee from legal liability.

Section # Termination of Tax Sharing Agreements. All tax sharing agreements among the ​, its Affiliates and the Business shall be terminated as they relate to the ​ immediately prior to Closing.

all tax sharing, tax allocation and other similar agreements entered into by Borrower or any of its Subsidiaries that will remain in place after giving effect to the Transaction (collectively, the “Tax Sharing Agreements”); and

CHANNEL FIFTY SEVEN, INC.

“Bank Channels” means (i) Bank direct mail marketing channels, and (ii) Bank Website or any other internet website or mobile application that is maintained and operated under the control of or through contractual arrangements by Bank, through which Bank offers products and services to Persons within the Territory, excluding (a) any application programming interface (API), plug-in or other application to support a Company Channel and (b) solely for purposes of the applicable Program Card Application, any online Bank Channel which processes a Program Card Application, the applicant for which was redirected to such online Bank Channel through an online Company Channel.