Bulk Sales. Concurrently with the execution of this Agreement, ​ shall complete and timely submit the appropriate forms for requesting a determination from the Illinois Department of Revenue (the “Department”), together with a copy of this Agreement, for the purpose of obtaining from the Department a determination as to ​'s assessed but unpaid tax liability, if any, under the Illinois Income Tax Act and the Retailers Occupation Tax Act. ​’s obligation to close this transaction shall be conditioned upon the receipt of a determination from the Department that no such tax liability is due and owing. If a determination of tax liability is made by the Department, an amount sufficient to cover such tax liability shall be placed in escrow at Closing until such time as the Department has confirmed that no tax liability is due and owing. The parties hereby agree to deliver or cause to be delivered any other documentation and information as may be required to comply with Section 9-902(d) of the Illinois Income Tax Act and Section 444(j) of the Retailers Occupation Tax Act. ​ hereby agrees to indemnify, defend and hold harmless ​ against any claim, suffered or incurred by ​ in connection with, arising out of, or in any way related to, ​’s failure to comply with such bulk sale laws in connection with the transactions contemplated by this Agreement or the failure of ​ to obtain a complete release from Department under the Illinois Income Tax Act and the Retailers Occupation Tax Act. The provisions of this Section 12.18.1 shall survive Closing.

Asset Sales. Except in connection with an Asset Exchange, sell or permit any Principal Subsidiary to sell, assign, or otherwise dispose of telecommunications assets (whether in one transaction or a series of transactions), if the net, after-tax proceeds thereof are used by the Borrower or any Subsidiary to prepay (other than a mandatory prepayment in accordance with the terms of the applicable governing documents, including pursuant to any put provision) Indebtedness incurred after the date hereof which Indebtedness has a maturity later than the Maturity Date (other than bridge or other financings incurred in connection with an asset purchase or sale, including acquisition indebtedness or indebtedness of an acquired entity or indebtedness incurred to refinance indebtedness outstanding as of the date hereof).

Bulk Sales. In the case of the SPV, no transaction contemplated hereby or by the First Tier Agreement requires compliance with any bulk sales act or similar law.

Holdings shall not, and shall not permit any of its Restricted Subsidiaries to consummate an Asset Sale, unless:

settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;

Participation in Other Plans. Participant is not eligible for the 2023 short-term incentive plan offered by the Company to non-sales personnel.

Short-Term Incentive Plan. Throughout the Strategic Advisory Period, Executive will continue to participate in the Company’s Short-Term Incentive Plan for Leadership Team members. Executive’s benefit will continue to be governed by all terms of the Short-Term Incentive Plan. Payment of Executive’s 2022 Short-Term Incentive Plan benefit will occur during April 2023, notwithstanding the fact Executive will not be actively employed on that date. EDCP deferral elections, if applicable, will apply to this payment.

Certain Trading Activities. Such Buyer has not directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Buyer, engaged in any purchases or sales of the securities of the Company (including, without limitation, any Short Sales (as defined below) involving the Company’s securities) during the period commencing as of the time that such Buyer was first contacted by the Company or the Placement Agent, as applicable, regarding the specific investment in the Company contemplated by this Agreement and ending immediately prior to the execution of this Agreement by such Buyer. “Short Sales” means all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the 1934 Act (as defined below) (but shall not be deemed to include the location and/or reservation of borrowable shares of Common Stock). Such Buyer is aware that Short Sales and other hedging activities may be subject to applicable federal and state securities laws, rules and regulations and such Buyer acknowledges that the responsibility of compliance with any such federal or state securities laws, rules and regulations is solely the responsibility of such Buyer.

No Shorting. The Investor agrees that 80 long as this Note from the Issuer to the Investor remains outstanding, the Investor will not enter into or effect "short sales" of the Common Stock or hedging transaction which establishes a net short position with respec.t to the Common Stock of the Issuer. The Issuer acknowledges and agrees that upon delivery of a conversion notice by the Investor, the Investor immediately owns the shares of Common Stock described in the conversion notice and any sale of those shares issuable under such conversion notice would not be considered short sales.

The sales component of the Program is subdivided between Life Sales and Annuity Sales. For 2022, the sales goals for the following lines of business of the Company are: