Treas Clause Samples

Treas. Reg. §1.7874-1(c)(2).

Treas. Reg. Section 1.83-3(l)) and the fair market value as of the Grant Date shall both be equal to $0. THIS AWARD AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE CAYMAN ISLANDS. Any dispute, controversy or claim arising out of or in connection with this Award Agreement will be subject to the dispute resolution provisions set forth in Section 10.11 of the LPA, which are hereby incorporated by reference as if fully set forth herein and the parties to this Award Agreement agree to be bound by such procedures. This Award Agreement and the LPA constitute the entire agreement among the parties with respect to the subject matter hereof and supersede any prior agreement or understanding among them with respect to such subject matter. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which taken together shall constitute a single agreement. To memorialize your understanding of, and agreement to, the terms of this Award Agreement, please sign below. Sincerely, BURFORD CAPITAL 2025 LP By: ▇▇▇▇▇▇▇ INVESTMENTS LTD, its General Partner By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇▇ Title: Director ACKNOWLEDGED AND AGREED: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 1.1 Definitions 1 1.2 Name and Registered Office 8 1.3 Purposes 8 1.4 Term 8 1.5 Fiscal Year 8 1.6 Powers 8 1.7 Specific Authorization 9 1.8 Withdrawal of Initial Limited Partner 10 1.9 Admission of Limited Partners 10 1.10 Register 10

Treas. Reg. 1.409A-1(d), any Cash Severance Benefit payment will be subject to the distribution requirements of Section 409A(a)(2)(A) of the Code, including, without limitation, the requirement of Section 409A(a)(2)(B)(i) of the Code that such payment be delayed until 6 months after your separation from service if you are a “specified employee” within the meaning of the aforesaid section of the Code at the time of such separation from service.

Treas. Reg. 5.20 Warrant Consideration 3.1(d)

Treas. Reg. § 1.368-2(g) (tax-free reorganization “must be undertaken for reasons germane to the continuance of the business of a corporation a party to the reorganization”). See also ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇.▇. ▇▇▇ (1935).

Treas. Reg. Section 1.704-1(b)(2)(ii)(h), Treas. Reg. Section 1.704-2(g), or Treas. Reg.

Treas. Reg. Section 1.704-1(b)(2)(ii)(h).

Treas. Reg. § 301.7122-1(c)(2)(i). 27 IRM 5.15.1.7 (Oct. 2, 2012). Nearly 300,000 taxpayer accounts that should have qualified for currently not collectible status … (69 percent) are being resolved by the taxpayer making payments, not because of abatements by the IRS or offsets of the taxpayers’ refunds, indicating that the taxpayers are paying their accounts despite having total positive income less than Allowable Living Expenses, suggesting the taxpayers are prioritizing paying the IRS over meeting their necessary living expenses. consider necessary to function in today’s society . For example, the IRS considers childcare to be an “other expense” rather than a necessary expense, even where both parents are employed full time, thus leaving it to the determination of the individual IRS employee as to whether the expense will be considered necessary .28 It would be counter-productive for this expense to be disallowed where both parents are working and would be better able to pay their tax liability with two incomes .29 TAS research suggests that the IRS is placing taxpayers into IAs where their total positive income (TPI) is less than their ALEs . Taxpayers may agree to an IA they can’t afford out of fear of the IRS, a misunderstanding of the options available, or out of obligation to repay their debts at any costs . Nearly 300,000 taxpayer accounts that should have qualified for currently not collectible (CNC) status had entered into installment agreements in calendar year 2014 despite their income being below the IRS ALEs .30 These taxpayer accounts (69 percent) are being resolved by the taxpayer making payments, not because of abatements by the IRS or offsets of the taxpayers’ refunds, indicating that the taxpayers are paying their accounts despite having TPI less than ALEs, suggesting the taxpayers are prioritizing paying the IRS over meeting their necessary living expenses .31 By the IRS’s definition, taxpayers who cannot meet their necessary living expenses are experiencing economic hardship .32 These taxpayers would therefore qualify for a mandatory release of an IRS levy, yet the IRS accepts IAs from these taxpayers despite the payments causing economic hardship .33 Additionally, TAS research found higher default rates for taxpayers with TPI less than ALEs . Taxpayers with TPI less than ALEs and balances due of $1,001 to $10,000 who entered into IAs in FY 2014 defaulted at a rate of nearly 25 percent by FY 2016, compared to an overall default rate in this ...

Treas. Reg. § 1.704-1(e)(ii)(a) permits the general partner to retain income in the partnership for the reasonable needs of the business without the acquiescence of all the partners.