Liquidating Distribution. Upon the termination of the Agreement, the distribution or division of assets pursuant to the applicable governing provisions of the Agreement shall be treated as distributions in liquidation of the Tax Partnership.

Participants may elect the following payment events and the associated form or forms of payment. If multiple events are selected, the earliest to occur will trigger payment. For installments, insert the range of available periods (e.g., 5-15) or insert the periods available (e.g., 5,7,9).

No Distribution. The Administrator may require each person acquiring Shares pursuant to an Award to represent to and agree with the Company in writing that such person is acquiring the Shares without a view to distribution thereof.

No Distribution. Counterparty is not entering into the Transaction to facilitate a distribution of the Shares (or any security that may be converted into or exercised or exchanged for Shares, or whose value under its terms may in whole or in significant part be determined by the value of the Shares) or in connection with any future issuance of securities.

Distribution Elections. Each Participant in the Plan as of December 31, 2019 has filed a Distribution Election with respect to the form of which his Stock Unit Account shall be paid in accordance with Section 8.1, with respect to all amounts deferred on his behalf under the Plan whether before or after December 31, 2019, and such Distribution Election shall have been filed no later than December 31, 2019 and shall have become irrevocable on December 31, 2019. Each Participant who becomes a Participant in the Plan after December 31, 2019 shall file a Distribution Election at the same time and in the same manner as the Participant’s initial Deferral Election and, unless determined otherwise by the Committee, such Distribution Election shall apply to all amounts deferred on his behalf under the Plan. Except as US-DOCS\112922166.5

Except as provided in Section 3(b) below, shares of Common Stock shall be distributed to Participant (or in the event of Participant’s death, to his or her estate) with respect to Participant’s vested RSUs within ten (10) days following the vesting date of the RSUs as specified in this Exhibit B.

Non-Distribution. Palogic is not acquiring the Common Shares with a view to a distribution thereof as that term is used in Section 2(a)(11) of the Securities Act in a manner which would require registration under the Securities Act or any state securities laws.

EQF Distribution. On or before December 31, 2018, and following the completion of the AXA Equitable Distribution in Section 2.1(d), [[AXA Equitable Financial:Organization]] shall make the EQF Distribution.

Distribution Accounts. A Participant may elect to have Deferred Amounts credited to the following accounts: Separation Distribution Account, Retirement Distribution Account, and/or Flexible Distribution Account. Effective January 1, 2018, new Participants will not be able to elect to make deferrals to a Retirement Distribution Account. The In-Service Distribution Account was available for deferrals through December 31, 2017, but no In-Service Distributions may be elected for deferrals made on or after January 1, 2018. For deferrals made on and after January 1, 2018, the Participant may elect to split deferrals of Base Salary, Annual Incentive Compensation, Annual Retainer, and Annual Equity Compensation among up to five (5) Flexible Distribution Accounts with a payment date for each Flexible Distribution Account elected by the Participant at the time of the deferral election. Each Distribution Account is payable as described in [Section 6].

In the event a Participant elects to have the distribution of a deferred amount (and dividends thereon) commence thirty (30) days following the date of his or her Separation from Service pursuant to Section 6.2, the Participant may elect to have the deferred amount (and dividends thereon) distributed in a lump sum payment or in equal annual installments over a period of five (5) years. Such election must be made at the time of making the initial deferral election under Section 5.1.