all Separate Returns which relate to one or more members of the LGL Group for any Tax Year, and

Section # Limitations of Liability; Indemnification. LGL will indemnify, defend and hold harmless Mtron its affiliates and its businesses and each of their respective directors, officers, agents and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (a “Mtron Indemnitee”) from and against all claims, damages, losses, liabilities, costs, expenses, reasonable attorney’s fees, and court or arbitration costs (“Losses”) # arising out of a claim by a third party against a Mtron Indemnitee to the extent resulting from or alleged to have resulted from any act or omission of a member of the LGL Group (as such term is defined in the Distribution Agreement) under or related to this Agreement, or # in the event of # the gross negligence, willful misconduct or fraud of a member of the LGL Group; # the failure of LGL to perform the LGL Management Services after the Distribution in accordance with the terms of this Agreement; or # the breach by LGL of this Agreement. Mtron will indemnify, defend and hold harmless LGL its affiliates and businesses and each of their respective directors, officers, agents and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (each, a “LGL Indemnitee”), from and against all Losses # arising out of a claim by a third party against a LGL Indemnitee to the extent resulting from or alleged to have resulted from any act or omission of a member of the Mtron Group (as such term is defined in the Distribution Agreement) under or related to this Agreement, or # in the event of # the gross negligence, willful misconduct or fraud of a member of the Mtron Group; # the failure of Mtron to perform the Mtron Management Services after the Distribution in accordance with the terms of this Agreement; or # the breach by Mtron of this Agreement.

If a member of the Mtron Group supplies information to a member of the LGL Group, or a member of the LGL Group supplies information to a member of the Mtron Group, and an officer of the requesting member intends to sign a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then a duly authorized officer of the member supplying such information shall certify, to the best of such officer’s knowledge, the accuracy of the information so supplied.

Further Assurances. For the avoidance of doubt, # neither LGL nor a member of the LGL Group shall take any action on the Distribution Date that would result in an increase of the actual Tax liability (or decrease of any Tax Benefit) of Mtron or any of its Subsidiaries, other than in the ordinary course of business, except for actions undertaken in connection with the Distribution, and # neither Mtron nor any of its Subsidiaries shall take any action on the Distribution Date that would result in an increase of the actual Tax liability (and/or decrease of any Tax Benefit) of LGL or a member of the LGL Group, other than in the ordinary course of business, except for actions undertaken in connection with the Distribution.

“Separate Return” means # in the case of any Tax Return required under relevant Tax Law to be filed by any member of the LGL Group (including any consolidated, combined or unitary Tax Return), any such Tax Return that does not include any member of the Mtron Group, and # in the case of any Tax Return required under relevant Tax Law to be filed by any member of the Mtron Group (including any consolidated, combined or unitary Tax Return), any such Tax Return that does not include any member of the LGL Group.

“Combined Return” means a consolidated, combined or unitary Tax Return that includes, by election or otherwise, one or more members of the LGL Group and one or more members of the Mtron Group.

“Excess Taxes” means the excess of # the Taxes for which LGL Group is liable if an election is made pursuant to Section 336(e) of the Code under Section 4.5 of this Agreement, over # the Taxes for which LGL Group is liable if such an election is not made, in each case taking into account the allocation of Taxes that is otherwise applicable in this Agreement but without regard to Section 4.5 hereof.

LGL further covenants that, as of and following the date hereof, LGL shall not and shall cause the members of the LGL Group not to take any action that (or fail to take any action the omission of which) # would be inconsistent with the Distribution qualifying, or would preclude the Distribution from qualifying, for the Tax-Free Status, or # would cause any holders of LGL Common Stock that receive stock of Mtron in the Distribution to recognize gain or loss, or otherwise include any amount in income, as a result of the Distribution for U.S. federal income tax purposes (except with respect to cash received in lieu of fractional shares).

In consideration of your engagement as an independent contractor or consultant with The LGL Group, Inc. (the “Company”), the undersigned (the “Consultant”) agrees and covenants as follows:

In consideration of your engagement as an independent contractor or consultant with The LGL Group, Inc. (the “Company”), the undersigned (the “Consultant”) agrees and covenants as follows: