“LGL Group” means LGL and each Subsidiary of LGL (but only while such Subsidiary is a Subsidiary of LGL) other than any Person that is a member of the Mtron Group (but only during the period such Person is treated as a member of the Mtron Group).

Tax Payments Made by the LGL Group. If any LGL Indemnified Party is required to make a payment to a Tax Authority for Taxes allocated to Mtron under this Agreement, Mtron will pay the amount of Taxes allocated to it to LGL not later than the later of # five Business Days after receiving notification requesting such amount, and # one Business Day prior to the date such payment is required to be made to such Tax Authority.

“Group” means the LGL Group or the Mtron Group, as the context requires.

LGL shall be liable for and shall be allocated # any Taxes attributable to members of the LGL Group for all periods, and # any Covered Income Taxes attributable to members of the Mtron Group for a Pre-Distribution Period.

Without limiting the generality of the provisions of [Section 7.1, LGL], on behalf of itself and each member of the LGL Group, agrees and covenants that LGL and each member of the LGL Group will not, directly or indirectly, during the Restriction Period, # take any action that would result in LGL’s ceasing to be engaged in the active conduct of the LGL business as of the date of signing this Agreement with the result that LGL is not engaged in the active conduct of a trade or business within the meaning of Section 355(b)(2) of the Code, # redeem or otherwise repurchase (directly or through an Affiliate of LGL) any of LGL’s outstanding stock, other than through stock purchases meeting the requirements of [section 4.05(1)(b)] of Revenue Procedure 96-30, 1996-1 C.B. 696, # amend the certificate of incorporation (or other organizational documents) of LGL that would affect the relative voting rights of separate classes of LGL’s stock or would convert one class of LGL’s stock into another class of its stock, # liquidate (within the meaning of Section 331 of the Code and the Treasury Regulations promulgated thereunder) or partially liquidate (within the meaning of Section 346 of the Code and the Treasury Regulations promulgated thereunder) LGL, # merge LGL with any other corporation (other than in a transaction that does not affect the relative shareholding of LGL shareholders), sell or otherwise dispose of (other than in the ordinary course of business) the assets of LGL and its Subsidiaries, or take any other action or actions if such merger, sale, other disposition or other action or actions in the aggregate would have the effect that one or more Persons acquire (or have the right to acquire), directly or indirectly, as part of a plan or series of related transactions, assets representing one-half or more of the asset value of the LGL Group, or # take any other action or actions that in the aggregate would have the effect that one or more Persons acquire (or have the right to acquire), directly or indirectly, as part of a plan or series of related transactions, stock or equity securities of LGL representing a Fifty-Percent Equity Interest in LGL.

LGL shall provide to Mtron, and Mtron shall provide to LGL, any information about members of the LGL Group or the Mtron Group, respectively, that the Preparer reasonably requires to determine the amount of Taxes due on any Payment Date with respect to a Tax Return for which the Preparer is responsible pursuant to Section 3.1 or 3.2 and to properly and timely file all such Tax Returns.

“LGL Indemnified Party” includes each member of the LGL Group, each of their representatives and Affiliates, each of their respective directors, officers, managers and employees, and each of their heirs, executors, trustees, administrators, successors and assigns.

“Affiliate” means, when used with respect to any specified Person, a Person that directly or indirectly Controls, is Controlled by, or is under common Control with such specified Person. Unless explicitly provided herein to the contrary, # neither LGL nor any member of the LGL Group shall be deemed to be an Affiliate of Mtron or any of its Subsidiaries; and # neither Mtron nor any member of the Mtron Group shall be deemed to be an Affiliate of LGL or any of its Subsidiaries.

Predecessors or Successors. Any reference to LGL, Mtron, a Person, or a Subsidiary in this Agreement shall include any predecessors or successors (e.g., by merger or other reorganization, liquidation, conversion, or election under Treasury Regulations Section 301.7701-3) of LGL, Mtron, such Person, or such Subsidiary, respectively, including within the meaning of [Section 355(e)(4)(D)] of the Code and the Treasury Regulations promulgated thereunder. For the avoidance of doubt, no member of the LGL Group shall be deemed to be a predecessor or successor of Mtron and no member of the Mtron Group shall be deemed to be a predecessor or successor of LGL.

TAX INDEMNITY AND SHARING AGREEMENT BETWEEN THE LGL GROUP, INC. AND [[Mtron:Organization]] Dated as of [●], 2022