Tax Status. ​ and each of its Subsidiaries has made or filed all federal and state income and all other material tax returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that ​ and each of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes) and has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and has set aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of ​ know of no basis for any such claim.

Dual Status. Generally, if a participant performs services both as an employee and an independent contractor, such participant must separate from service both as an employee, and as an independent contractor pursuant to standards set forth in Treasury Regulations, to be treated as having a separation from service. However, if a participant provides services to Commerce as an employee and as a member of the Board, and if any plan in which such person participates as a Board member is not aggregated with this Plan pursuant to Treasury Regulation [section 1.409A-1(c)(2)(ii)])], then the services provided as a Board member are not taken into account in determining whether the participant has a separation from service as an employee for purposes of this Plan.

Purchaser Status. At the time the Purchaser was offered the Securities, it was, and as of the date hereof it is: # an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or # a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act.

Authority; Status. Each Party represents that it has the authority to enter into this Agreement. Each Party acknowledges and agrees that the relationship between the Parties hereto is that of an independent contractor.

Employment Status. This Plan does not constitute a contract of employment or impose on the Participant or the Participant’s Employer any obligation for the Participant to remain an Employee or change the status of the Participant’s employment or the policies of the Company and its Subsidiaries regarding termination of employment. For purposes of this Plan, employment with any of the Company’s Subsidiaries or any parent corporation of the Company or any of its subsidiaries shall be treated as continued employment with the Company.

Employment Status. The grant of the PSUs shall not be deemed to constitute a contract of employment for a particular term between the Company or a Related Company and the Participant, nor shall it constitute a right to remain in the employ of any such Company or Related Company.

REIT Status. BRT does not maintain its REIT status or is no longer deemed to be a REIT.

Controlling Status. No Employee or beneficiary shall be eligible for a benefit under the Plan unless such Employee is an Employee on the date of his retirement, death, or other termination of employment.

Shell Status. The Company represents that it is not a “shell” issuer and has never been a “shell” issuer, or that if it previously has been a “shell” issuer that at least twelve (12) months have passed since the Company has reported Form 10 type information indicating that it is no longer a “shell” issuer. Further, the Company will instruct its counsel to either # write a 144-3(a)(9) opinion to allow for salability of the Commitment Shares and/or Conversion Shares or # accept such opinion from Holder’s counsel.

As soon as reasonably practicable after the date of this Agreement, Buyer or an Affiliate of Buyer shall make an offer of employment to all of Seller’s current employees who are dedicated to perform work for (often referred to as “seconded to”) the Partnership, which employees are set forth on the list attached hereto as [Schedule 4.9(a)] (the “Employee List”). Seller shall terminate, or shall cause the applicable Affiliate of Seller to terminate, the employment of the Prospective Employees immediately prior to the Closing Date, and Seller shall use commercially reasonable efforts to assist Buyer and its Affiliates in employing the Prospective Employees prior to the Closing Date. The offer of employment shall be conditioned on # such Prospective Employee’s meeting Buyer’s standard U.S. hiring requirements, including: # successfully passing a background check and drug screening, # providing proof of eligibility for employment in the United States, # signing the commitment to Buyer’s Guide to Ethical Conduct and # with respect to any Prospective Employee that will be driving a vehicle in connection with his or her job with Buyer, successfully passing a background check with the applicable department of motor vehicles (the “Hiring Requirements”) and # the Prospective Employee timely reporting to work with Buyer. Buyer shall offer each Prospective Employee # base salary or hourly wages that are not less than such Prospective Employee’s current base salary or hourly wage, and # target cash bonus opportunities, 401(k), medical and life insurance benefits, which are, in the aggregate, substantially comparable, to the target cash bonus opportunities, 401(k), medical and life insurance benefits provided to such Prospective Employee immediately prior to the Closing Date. With respect to any employee benefit plan maintained by Buyer or its Affiliates in which any Transferred Employees will participate effective as of the Closing Date, Buyer shall, or shall cause any of their applicable Affiliates, to recognize all service of the Transferred Employees with Seller as if such service were with Buyer, solely for vesting and eligibility purposes including seniority as it relates to severance (but not benefit accrual purposes) in any such employee benefit plan in which such Transferred Employees may be eligible to participate after the Closing Date. For the avoidance of doubt, the service credit under this Section 4.9(a) shall apply when determining the rate of vacation accrual under the WABCO North America vacation policy for services rendered on and after the Closing Date with Buyer and its Affiliates.