Responsibility for Taxes. The Participant shall be solely responsible for any applicable taxes (including, without limitation, income and excise taxes) and penalties, and any interest that accrues thereon, which he or she incurs in connection with the vesting, or payment of this Award, in accordance with [Section 16] of the Plan. However, upon the settlement of any Performance Units in shares of Common Stock, the Company shall have the right to withhold a number of such shares having a Fair Market Value determined to be sufficient to satisfy the minimum federal, state, local and/or non-U.S. withholding tax requirements, if any, attributable to such settlement.

Responsibility for Taxes. You acknowledge that the ultimate liability for income tax, social insurance or other tax-related withholding (hereinafter “Tax-Related Items”) in connection with this grant, its exercise or the subsequent sale of shares received thereunder is your responsibility, and that TI # makes no representations or undertakings with respect to the treatment for tax purposes of the grant or exercise of this option or sale of shares received thereunder, or any dividends on issued shares, and # does not commit to structure the grant to reduce your liability for Tax-Related Items. You authorize TI to withhold all applicable Tax-Related Items legally payable by you from your wages or other cash compensation paid to you by TI or from proceeds of the sale of the shares. If permissible under local law, TI may # sell or arrange for the sale of shares that you acquire to meet the withholding obligation for Tax-Related Items, and/or # withhold shares to meet such obligations. Finally, you shall pay to TI any amount of Tax-Related Items that TI may be required to withhold that cannot be satisfied by the means described above.

Responsibility for Delegate. No person shall be liable for an act or omission of another person with regard to a responsibility that has been allocated to or delegated to such other person pursuant to the terms of the Plan Statement or pursuant to procedures set forth in the Plan Statement.

Tejon will be responsible for all costs, permissions, permits and approvals to convey the water to the Points of Delivery. PEF shall support Tejon in obtaining any necessary approvals to convey the water to the Points of Delivery.

Waiver of Responsibility. Each party acknowledges that # the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution, # the Communications and the Platform are provided “as is” and “as available,” # none of the _Person A:Person_ts affiliates nor any of their respective officers, directors, employees, agents, advisors or representatives (collectively, the “​ Parties”) warrants the adequacy, accuracy or completeness of the Communications or the Platform, and each ​ Party expressly disclaims liability for errors or omissions in any Communications or the Platform, and # no warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by any ​ Party in connection with any Communications or the Platform.

Financial Statements; Financial Condition. All consolidated financial statements for Co-Borrower and any of its Subsidiaries delivered to Bank fairly present in all material respects Co-Borrower’s consolidated financial condition and Co-Borrower’s consolidated results of operations. There has not been any material deterioration in Co-Borrower’s consolidated financial condition since the date of the most recent financial statements submitted to Bank.

Financial Condition; Financial Statements. The consolidated financial statements and schedules, if any, of Holdings and its Subsidiaries, and the related notes thereto, included or incorporated by reference in the Preliminary Offering Memorandum present fairly in all material respects the financial position of Holdings and the Borrower as of the respective dates of such financial statements and schedules, and the results of operations and cash flows of Holdings and its Subsidiaries for the respective periods covered thereby; such statements, schedules and related notes have been prepared in accordance with generally accepted accounting principles in the United States applied on a consistent basis as certified by the independent public accountants named therein; no other consolidated financial statements or schedules, if any, of Holdings and its Subsidiaries are required to be included or incorporated by reference in the Preliminary Offering Memorandum; and the summary historical financial data included in the Preliminary Offering Memorandum under the caption “Summary—Summary Financial Data—Summary Historical and Pro Forma Financial Data of SunOpta” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” present fairly in all material respects the information set forth therein.

financial‐related activities of the company. This will include direct responsibility of accounting, finance,

EZRADIER HAWAII will wire 25% as down payment upon ARO.

Furnish to the Domestic Administrative Agent and each of the Lenders: