Graybar Voting Trust. The Graybar Voting Trust, pursuant to the Voting Trust Agreement dated as of ​, holds approximately 81% of the outstanding shares of the Company at ​.

Trust. Any shares of Capital Stock transferred to a Trust and designated Shares-in-Trust pursuant to ​ of this [Article XIV] shall be held for the exclusive benefit of the Beneficiary. The Corporation shall name a Beneficiary for each Trust within five (5) days after the date on which the Corporation is made aware of the existence of the Trust. Any transfer to a Trust, and subsequent designation of shares of Capital Stock as Shares-in-Trust, pursuant to ​ of this [Article XIV] shall be effective as of the Close of Business on the Business Day prior to the date of the Transfer or Non-Transfer Event that results in the transfer to the Trust. Shares-in-Trust shall remain issued and outstanding shares of Capital Stock of the Corporation and shall be entitled to the same rights and privileges on identical terms and conditions as are all other issued and outstanding shares of Capital Stock of the same class and series. When transferred to a Permitted Transferee in accordance with the provisions of ​ of this [Article XIV], such Shares-in-Trust shall cease to be designated as Shares-in-Trust.

Trust. “Trust” means the Target Corporation Deferred Compensation Trust Agreement, dated ​ by and between the Company and State Street Bank and Trust Company, as it is amended from time to time, or similar trust agreement.

Trust Upon a Change-in-Control that causes the Plan to be terminated under [Section 732], the trustee of the Trust will make distributions to Participants and Beneficiaries from the Trust in satisfaction of a Participating Employer’s obligations to make distributions under this Plan in accordance with and subject to the terms of the Trust to the extent such payments are not otherwise made directly by the Participating Employer

Trust. “Trust” means one or more trust funds established for the purpose of # providing a source from which to pay benefits under this Plan and # purchasing and holding assets, including shares of Common Stock. Any such trust funds shall be subject to the claims of the Company's creditors in the event of the Company's insolvency, though such trust funds may not necessarily hold sufficient assets to satisfy all of the benefits to be provided under this Plan. Notwithstanding any other provision of this Plan, Participants and Participant beneficiaries shall be unsecured general creditors, with no secured or preferential rights to any assets of the Company or any other party for payment of benefits under this Plan.

Trust. The Company shall be responsible for the payment of all benefits under the Program. The Company may establish one or more grantor trusts for the purpose of providing for payment of benefits under the Program. Such trust or trusts may be irrevocable, but the assets thereof shall be subject to the claims of the Company’s creditors. Benefits paid to a Participant from any such trust shall be considered paid by the Company for purposes of meeting the obligations of the Company under the Program.

Voting. The holders of Series A Preferred Stock shall have the right to vote as-if-converted to Common Stock all matters submitted to a vote of holders of ​’s Common Stock, including the election of directors, and all other matters as required by law. There is no right to cumulative voting in the election of directors. The holders of Series A Preferred Stock shall vote together with all other classes and series of Common Stock of ​ as a single class on all actions to be taken by the Common Stockholders of ​ except to the extent that voting as a separate class or series is required by law.

3.3No Rights; Unfunded Obligation. Should any investment be acquired in connection with the liabilities assumed under the Plan and this Award Agreement, it is expressly understood and agreed that the Participant will not have any right with respect to, or claim against, such assets nor will any such purchase be construed to create a trust of any kind or a fiduciary relationship between or among Graybar, the Company and the Participant or any other person. Any such assets will be and remain a part of the general, unpledged, unrestricted assets of Graybar and the Company, subject to the claims of its general creditors. To the extent the Participant acquires a right to receive payment under the Plan and this Award Agreement, such right will be no greater than the right of any unsecured general creditor of Graybar or the Company.

Trust Agreement. All assets of the Plan shall be held under the Trust Agreement between the Company and the Trustee designated by the Company, which shall serve at the pleasure thereof. The Trust Agreement shall provide, among other things, for a Trust Fund to be administered by the Trustee to which all contributions shall be paid, and the Trustee shall have such rights, powers, and duties as the Company shall from time to time determine. All assets of the Trust Fund shall be held, invested, and reinvested in accordance with the provisions of the Trust Agreement.

Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account to be established in which the proceeds of the IPO conducted by the Maker (including the deferred underwriters discounts and commissions) and the proceeds of the sale of the warrants issued in a private placement to occur prior to the consummation of the IPO are to be deposited, as described in greater detail in the registration statement and prospectus to be filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.