Code Section 409A. The Company intends that the Plan, any agreement with the Officer implementing the terms of the Plan, and the benefits provided under the Plan, qualify for certain exceptions from the requirements of Code Section 409A and, to the extent any provisions of the Plan and the benefits thereunder do not qualify for an exception from the requirements of Code Section 409A, the Company intends that such provisions will be applied in a manner consistent with such requirements. The Plan and any agreement implementing the terms of the Plan will be construed and administered consistent with such intentions. For purposes of Code Section 409A, each Payment and benefit payable under the Plan is intended to constitute a separate payment.

Source Code Escrow. Concurrently with this Agreement, the parties shall execute a source code escrow agreement with Iron Mountain as escrow agent. By August 10, 2017, Blackbox shall deposit a copy of the source code for the Blackbox Technology as implemented in the BBTR System into a source code escrow established with Iron Mountain. Blackbox shall update the source materials escrowed thereby each time that it makes repairs, bug fixes, patches or upgrades to the Blackbox Technology. Pursuant to the escrow agreement entered into by and among the Parties and Iron Mountain, # BBTR shall be named as beneficiary, and # provided that BBTR is in compliance with the terms and conditions of this Agreement, the escrow agent shall release the Source Materials directly to BBTR if Blackbox: # files a voluntary petition of bankruptcy, # suffers or permits the appointment of a receiver for its business or assets, # becomes subject to any proceeding under, or case in, any bankruptcy or insolvency law, or (4) (vi) Blackbox announces that it has entered into an agreement to be acquired by a then named competitor of BBTR. BBTR shall be responsible for all charges incurred in establishing and maintaining such escrow account, and any annual charges of the escrow agent for the maintenance of BBTR as a beneficiary, which shall be made as a direct payment from BBTR to the escrow agent, as applicable. In the event of a release of Blackbox Technology source code pursuant to this section, said source code shall continue to be the exclusive property and Confidential Information of Blackbox or its successor in interest. In the event of a release of Blackbox Technology source code to BBTR from escrow, BBTR may only use, copy and/or modify the source code consistent with the purposes of this Agreement (or have a contractor who has agreed in writing to confidentiality provisions as restrictive as those set forth in this Agreement do so on its behalf).

To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. Each separately identified amount to which Executive is entitled under this Agreement shall be treated as a separate payment. In addition, to the extent permissible under Code Section 409A, any series of installment payments under this Agreement shall be treated as a right to a series of separate payments.

The intent of the parties is that payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “[Section 409A]”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith or exempt therefrom. For purposes of [Section 409A], your right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.

Code of Ethics. Nothing in this Section 6 is intended to limit, modify or reduce [[Mr. Roberts:Person]]' obligations under the Company's Code of Ethics. [[Mr. Roberts:Person]]' obligations under this Section 6 are in addition to, and not in lieu of, [[Mr. Roberts:Person]]' obligations under the Code of Ethics. To the extent there is any inconsistency between this Section 6 and the Code of Ethics that would permit [[Mr. Roberts:Person]] to take any action or engage in any activity pursuant to this Section 6 that he would be barred from taking or engaging in under the Code of Ethics, the Code of Ethics shall control.

Code Section 409A. If and to the extent that Code Section 409A applies to amounts payable under the Plan, distributions may only be made under the Plan upon an event and in a manner permitted by [Section 409A]. To the extent that any provision of the Plan would cause a conflict with any applicable requirements of [Section 409A], or would cause the administration of the Plan to fail to satisfy the applicable requirements of [Section 409A], such provision shall be deemed null and void.

Code Section 409A. The term “Code Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended, and all Treasury Regulations and guidance promulgated thereunder.

Participants are expected to adhere to ethical and honest business practices in accordance with the

The provisions of this Section shall apply only to the Source Code for the Licensed Programs. The Source Code for the [[Bank of America:Organization]] Customizations may be use by [[Bank of America:Organization]] without any of the restrictions set forth in this Section.

Section 409A of the Code. The award of Units as provided in this Agreement and any issuance of Shares or payment pursuant to this Agreement are intended to be exempt from Section 409A of the Code under the short-term deferral specified in Treas. Reg. § 1.409A-l(b)(4).