SECTION #Conditions to Effectiveness. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent in a manner satisfactory to the Administrative Agent

Effectiveness; Term. This Agreement shall apply to tax matters arising on and after January 1, 2021 and all rights and obligations arising hereunder shall survive until the later of # when they are fully effectuated or performed or # the expiration of all applicable statutes of limitation (giving effect to any extension, waiver or mitigation thereof).

Continuing Effectiveness. Except as modified by this Amendment, the Employment Agreement shall remain in full force and effect and neither party by virtue of entering into this Amendment is waiving any rights it has under the Employment Agreement, and once this Amendment is executed by the parties hereto, all references in the Employment Agreement to “the Agreement” or “this Agreement,” as applicable, shall refer to the Employment Agreement as modified by this Amendment.

For not more than 20 consecutive days or for a total of not more than 30 days in any six month period, the Purchaser may suspend the use of any Prospectus included in any Registration Statement contemplated by this Article 9 in the event that the Purchaser determines in good faith that such suspension is necessary to # delay the disclosure of material non-public information concerning the Purchaser, the disclosure of which at the time is not, in the good faith opinion of the Purchaser, in the best interests of the Purchaser or # amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading (an "Allowed Delay"); provided, that the Purchaser shall promptly # notify the Vendor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of the Vendor) disclose to the Vendor any material non-public information giving rise to an Allowed Delay; # advise the Vendor in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; and # use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable. The Purchaser will use commercially reasonable efforts to # prevent the issuance of any stop order or other suspension of effectiveness of the Registration Statement by the SEC; and # if such order is issued, obtain the withdrawal of any such order at the earliest possible moment.

Continued Effectiveness. This Assignment shall be binding upon Assignor and its successors and assigns and shall inure to the benefit of the Collateral Agent and each Purchaser and each of their respective successors and assigns.

Integration; Effectiveness This Agreement, the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent or any L/C Issuer, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof Except as provided in [Section 401], this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns

Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each Party hereto shall have received a counterpart hereof signed by all of the other Parties hereto and Marigold has received the Montage Termination Fee as provided in Section 2 of the Agreement. Until and unless each Party has received a counterpart hereof signed by the other Party hereto and Marigold has received the Montage Termination Fee as provided in Section 2 of theAgreement, this Agreement shall have no effect and no Party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication). Signatures to this Agreement transmitted by facsimile transmission, by electronic mail in PDF form, or by any other electronic means designed to preserve the original graphic and pictorial appearance of a document, will be deemed to have the same effect as physical delivery of the paper document bearing the original signatures.

SECTION # Conditions to Effectiveness.

Article # CONDITIONS PRECEDENT TO CLOSING AND EFFECTIVENESS; CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

Conditions. This grant of RSUs is conditioned on your # electronically accepting this grant on the website of the Plan recordkeeper (or in such other manner as the Corporation may establish or permit from time to time) and # opening and maintaining a brokerage account that is permitted for use with respect to awards granted under the Plan, in each case by the deadline established by the Corporation and/or set forth on the website of the Plan recordkeeper. By accepting this grant of RSUs, you will have confirmed your acceptance of all of the terms and conditions of this Agreement. If you do not accept this grant of RSUs by the applicable deadline, your grant will be cancelled.