The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and any Treasury Regulations and other guidance promulgated thereunder (“[Section 409A]”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.

The Parties express that it is their intention not to disparage any other Party, directly or indirectly. This statement of intention confers no rights or remedies on any Party.

Intention to Terminate Employment

Intention to Transfer Notice 28

Intention to Transfer Notice....................................................................................................... 46

Unless the contrary intention appears:

any Loan Party’s intention to terminate any Plan;

(Tick the box corresponding to the parties’ intention)

publicly disclose any intention, plan or arrangement inconsistent with the foregoing (unless legally obligated to do so);

any customer for the purpose of, or with the intention of, selling or providing to such customer any