Exhibit 10.1


 


TAX MATTERS AGREEMENT


 


This TAX MATTERS AGREEMENT
(this “Agreement”), is made and entered into as of [ ● ],
2022, by and between SilverSun Technologies, Inc., a Delaware corporation (“Parent”), and SilverSun Technologies Holdings,
Inc., a Delaware corporation (“SpinCo” and each of Parent and SpinCo, a “Party” and collectively
the “Parties”). All capitalized terms not otherwise defined shall have the meanings set forth in Article I.


 


RECITALS


 


WHEREAS,
Parent and certain of its subsidiaries have joined in filing consolidated federal Income Tax Returns and certain consolidated, combined
or unitary state or local Income Tax Returns;


 


WHEREAS,
Parent and SpinCo have entered into that certain Separation and Distribution Agreement, dated as of the date hereof (the “Separation
Agreement”), pursuant to which, among other things, Parent will distribute all of the outstanding common stock of SpinCo to
Parent’s stockholders as of the Distribution Record Date in connection with the Distribution;


 


WHEREAS,
Parent and SpinCo intend that the Distribution shall qualify as a distribution to Parent’s shareholders pursuant to Section 355
of the Code if Parent receives the Tax Opinion;


 


WHEREAS,
pursuant to the Distribution, SpinCo and its subsidiaries will leave the Pre-Spin Group;


 


WHEREAS,
the Parties, on behalf of themselves and their Affiliates, wish to set forth their agreement regarding the rights and obligations of Parent,
SpinCo and the members of the Parent Group and the SpinCo Group, respectively, with respect to (i) the administration and allocation
of, federal, state, local and foreign Taxes incurred in the Tax Periods beginning prior to the Distribution Date, (ii) Taxes resulting
from the Distribution and transaction effected in connection with the Distribution and (iii) certain related Tax matters;


 


WHEREAS,
the Parties have agreed that (i) all Tax liabilities for the Pre-Distribution Period shall be borne by SpinCo - other than the first one
million dollars of the Section 355(e) Tax, and (ii) except as otherwise set forth in this Agreement, all Tax liabilities of Parent from
the Post-Distribution Tax Period shall be borne by Parent.


 



     


     


    

 


NOW
THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth below, the Parties agree as follows:


 


Article
I.

DEFINITIONS


 


When used herein the following
terms shall have the following meanings:


 


“Accounting Firm”
means a nationally recognized firm of independent certified public accountants mutually acceptable to Parent and SpinCo.


 


“Affiliate”
means, with respect to any entity (the “given entity”), each entity that directly or indirectly, through one or more intermediaries
is controlled by the given entity. For purposes of this definition, “control” means, with respect to any entity, (a) the
possession, directly or indirectly, of 50% or more of the voting power or value of outstanding equity interests of such entity or (b) the
power to direct or cause the direction of management and policies of such entity, whether through ownership of securities, partnership
or other ownership interests, by contract or otherwise. Unless otherwise indicated, the term Affiliate shall refer to Affiliates of a
Party as determined after the Distribution.


 


“Affiliated Group”
means, with respect to a Tax Period, (a) an affiliated group of corporations within the meaning of Section 1504(a) of the Code
or, for purposes of any state or local Tax matters, any consolidated, combined, unitary or similar group of corporations within the meaning
of any similar provisions of Tax law for the jurisdiction in question, and (b) for purposes of any federal, state or local Income
Tax matters, any entity owned by a corporation described in clause (a) that is disregarded as separate from its owner for such purposes.


 


“Audit” means
any audit, assessment of Taxes, other examination by any Taxing Authority, proceeding or appeal of such a proceeding relating to Taxes,
whether judicial or administrative.


 


“Business”
means (a) with respect to Parent and the Parent Group, the Rhodium Business and the CCDC Business and (b) with respect to SpinCo
and the SpinCo Group, the SpinCo Business.


 


“CCDC” has
the meaning set forth in the Separation Agreement.


 


“CCDC Business”
has the meaning set forth in the Separation Agreement.


 


“Code” means
the Internal Revenue Code of 1986, as amended, or any successor thereto.


 


“Current Allocation
Methodology” means the allocation methodology that is set forth in Exhibit A, as applied to Tax Returns prepared by Parent pursuant
to Section 2.1(a)(ii).


 


“Distribution”
has the meaning set forth in the Separation Agreement.


 


“Distribution Date”
has the meaning set forth in the Separation Agreement.


 


“Distribution Record
Date” has the meaning set forth in the Separation Agreement.


 



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“Final Determination”
means (i) a decision, judgment, decree, or other order by a court of competent jurisdiction, which has become final and unappealable;
(ii) a closing agreement or accepted offer in compromise under Sections 7121 or 7122 of the Code, or comparable agreements under the laws
of other jurisdictions; (iii) any other final settlement with the IRS or other Taxing Authority (including the execution of IRS Form 870-AD,
or a comparable form under the laws of other jurisdictions, but excluding any such form that reserves (whether by its terms or by operation
of law) the right of the taxpayer to file a claim for refund or the right of the Taxing Authority to assert a further deficiency); (iv) the
expiration of an applicable statute of limitations; or (v) the allowance of a refund or credit, but only after the expiration of
all periods during which such refund or credit may be recovered (including by way of offset).


 


“Income Tax”
means any and all Taxes based upon or measured by net income (regardless of whether denominated as an “income tax,” a “franchise
tax” or otherwise).


 


“Income Tax Return”
means a Tax Return relating to an Income Tax.


 


“IRS” means
the Internal Revenue Service or any successor thereto.


 


“Merger”
has the meaning set forth in the Separation Agreement.


 


“Overdue Rate”
means a variable rate of interest per annum equal to the Federal short-term rate as established from time to time pursuant to Section 1274(d)
of the Code plus 800 basis points.


 


“Parent Affiliated
Group” means, for any applicable Tax Period, Parent and each entity that is a member of an Affiliated Group for such Tax Period
(or portion thereof) with respect to which Parent would be the common parent. For the avoidance of doubt, the Parent Affiliated Group
shall include, for the portion of the Straddle Period that ends on the Distribution Date, SpinCo and other entities that will be members
of the SpinCo Affiliated Group beginning on the day immediately after the Distribution Date.


 


“Parent Group”
means Parent and its Affiliates, excluding any entity that would be a member of the SpinCo Group.


 


“Parent Member”
means any entity that would be a member of the Parent Group.


 


“Person”
has the meaning set forth in the Separation Agreement.


 


“Post-Distribution
Tax Period” means a Tax Period that begins after the Distribution Date.


 


“Pre-Distribution Tax
Period” means a Tax Period that ends on or before the Distribution Date.


 


“Pre-Spin Group”
means Parent and its Affiliates before the Distribution (which, for the avoidance of doubt, shall exclude any entities that become Affiliates
of Parent as a result of the Merger).


 


“Pre-Spin Member”
means any entity that was a member of the Pre-Spin Group.


 



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“Representative”
means, with respect to any Person, any of such Person’s or entity’s directors, officers, employees, agents, consultants, accountants,
attorneys and other advisors.


 


“Responsible Party”
means the Party responsible for the preparation and filing of a Tax Return pursuant to Section 2.1.


 


“Rhodium Business”
has the meaning set forth in the Separation Agreement.


 


“Section 355(e) Tax”
shall mean any Taxes imposed on the Pre-Spin Group resulting from taxable income or gain recognized as a result of the Distribution including
pursuant to Sections 355(e) or Section 311(b) of the Code.


 


“Separate Affiliated
Group” means, with respect to any corporation, such corporation’s separate affiliated group as defined by Section 355(b)(3)
of the Code and the Treasury Regulations promulgated thereunder.


 


“SpinCo Affiliated
Group” means SpinCo and each entity that would be a member of an Affiliated Group with respect to which SpinCo would be the
common parent for any Post-Distribution Tax Period. For purposes of this Agreement, the SpinCo Affiliated Group shall exist from and after
the beginning of the day immediately after the Distribution Date.


 


“SpinCo Business”
has the meaning set forth in the Separation Agreement.


 


“SpinCo Group”
means SpinCo and its Affiliates after the Distribution.


 


“SpinCo Member”
means any entity that would be a member of the SpinCo Group.


 


“Straddle Period”
means a Tax Period that begins on or before and ends after the Distribution Date.


 


“Tax” means
any federal, state, foreign or local income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium,
windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security, unemployment, disability,
real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other
tax of any kind whatsoever, including any interest, penalty or addition thereto.


 


“Tax Asset”
means any Tax Item that has accrued for Tax purposes, but has not been used during a Tax Period, and that could reduce a Tax in another
Tax Period, including, but not limited to, a net operating loss, net capital loss, investment tax credit, foreign tax credit, charitable
deduction, credit related to alternative minimum tax and any other Tax credit.


 


“Taxing Authority”
means the IRS or any other governmental authority responsible for the administration of any Tax.


 


“Tax Item”
means any item of income, gain, loss, deduction, credit, recapture of credit or any other attribute or item (including the adjusted basis
of property) that may have the effect of increasing or decreasing any Tax.


 



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“Tax Opinion”
means the opinion of Lucosky Brookman (or another nationally recognized tax advisor with expertise in these matters that is reasonably
acceptable to Rhodium Enterprises, Inc.) delivered to Parent on or before the Closing that the Distribution should qualify as a transaction
described in Section 355(a) of the Code.


 


“Tax Period”
means any period prescribed by law or any Taxing Authority for which a Tax Return is required to be filed or a Tax is required to be paid.


 


“Tax Practices”
means the policies, procedures and practices customarily and consistently employed by the Pre-Spin Group in the preparation and filing
of, and positions taken on, any Tax Returns of the Parent Affiliated Group or any Pre-Spin Member (or group thereof) for any Pre-Distribution
Tax Period.


 


“Tax Refund”
means any refund of Taxes, whether by payment, credit, offset, reduction in Tax or otherwise, plus any interest or other amounts received
or payable with respect to such refund.


 


“Tax Return”
means any return (including any information return), report, statement, declaration, notice, form, election, estimated Tax filing, claim
for refund or other filing (including any amendments thereof and attachments thereto) required to be filed with or submitted to any Taxing
Authority with respect any Tax.


 


“Treasury Regulations”
means the income tax regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding
provisions of succeeding regulations).


 


Article
II.

FILING OF TAX RETURNS AND PAYMENT OF TAXES


 


Section 2.1
Preparation and Filing of Tax Returns.


 


		(a)	Subject to Section 2.3, Parent shall prepare (or caused to be prepared) and timely file (taking
into account applicable extensions):



 


		(i)	all Tax Returns of the Parent Affiliated Group or any Pre-Spin Member (or group thereof) for any Straddle
Period other than Tax Returns described in Section 2.1(b)(iii); and



 


		(ii)	all Tax Returns of the Parent Affiliated Group or any Parent Member (or group thereof) for all Post-Distribution
Tax Periods.



 


		(b)	Subject to Section 2.3, SpinCo shall prepare (or caused to be prepared) and timely file (taking
into account applicable extensions):



 


		(i)	all Tax Returns of the Parent Affiliated Group or any Pre-Spin Member (or group thereof) for any Pre-Distribution
Tax Period other than Tax Returns described in Section 2.1(a)(i);



 



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		(ii)	all Tax Returns for any Pre-Distribution Tax Period that are filed after the Distribution Date that relate
solely to the SpinCo Group or any SpinCo Member (or group thereof);



 


		(iii)	all Tax Returns for any Straddle Period that relate solely to the SpinCo Group or any SpinCo Member (or
group thereof); and



 


		(iv)	all Tax Returns of the SpinCo Affiliated Group or any SpinCo Member (or group thereof) for all Post-Distribution
Tax Periods.



 


Section 2.2
Provision of Filing Information. Each Party shall cooperate with the Responsible Party in the preparation and filing of
all Tax Returns relating to Pre-Distribution Tax Periods and Straddle Periods, including by providing the Responsible Party with (a) all
necessary filing information in a manner consistent with past Tax Practices, (b) all other information reasonably requested in connection
with the preparation of such Tax Returns, including permission to copy any applicable documents, and (c) such other assistance reasonably
necessary or requested for the filing of such Tax Returns.


 


Section 2.3
Advance Review of Tax Returns.


 


		(a)	At least fifteen (15) business days, or such other reasonable time as mutually agreed to by Parent and
SpinCo, prior to the filing of any Tax Return pursuant to Section 2.1(a)(i) that includes a SpinCo Member (each, a “Parent
Prepared Tax Return”), Parent shall provide SpinCo for its review and comment a draft of the portion of such Tax Return that
relates to the SpinCo Member.



 


		(b)	At least fifteen (15) business days, or such other reasonable time as mutually agreed to by Parent and
SpinCo, prior to the filing of any Tax Return pursuant to Section 2.1(b)(i), Section 2.1(b)(ii) or Section 2.1(b)(iii)
(each, a “SpinCo Prepared Tax Return”), SpinCo shall provide Parent for its review and comment a draft of such Tax
Return.



 


		(c)	In connection with SpinCo’s review of the applicable portion of a draft Parent Prepared Tax Return
pursuant to Section 2.3(a), SpinCo and its Representatives shall have the right to review all work papers related to the portion
of such Parent Prepared Tax Return relating to the applicable SpinCo Member prior to Parent’s filing of such Tax Return. SpinCo
shall deliver to Parent reasonably promptly after SpinCo’s receipt of the applicable draft of the portion of the Parent Prepared
Tax Return SpinCo’s written comments thereto. Parent shall consult in good faith with SpinCo and its Representatives regarding such
comments and shall not file any such Parent Prepared Tax Return without the consent of SpinCo (such consent not to be unreasonably withheld,
conditioned or delayed); provided, however, that Parent shall not be obligated to consider any comments the result of which would materially
adversely affect the Taxes of the Parent Affiliated Group (or any Parent Member) for any Straddle Period or Post-Distribution Tax Period,
and Parent may condition the acceptance and incorporation of any such comments upon the receipt of appropriate indemnification from SpinCo
for any increases in such Taxes that may result from the acceptance and incorporation of the applicable comment.



 



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		(d)	In connection with Parent’s review of a draft of SpinCo Prepared Tax Return pursuant to Section
2.3(b), Parent and its Representatives shall have the right to review all work papers related to such SpinCo Prepared Tax Return.
Parent shall deliver to SpinCo reasonably promptly after Parent’s receipt of the applicable draft SpinCo Prepared Tax Return Parent’s
written comments thereto. SpinCo shall consult in good faith with Parent and its Representatives regarding such comments and shall not
file any such SpinCo Prepared Tax Return without Parent’s consent (such consent not to be unreasonably withheld, conditioned or
delayed); provided, however, that SpinCo shall not be obligated to consider any comments the result of which would materially adversely
affect the Taxes of the SpinCo Affiliated Group (or any SpinCo Member) for any Straddle Period or Post-Distribution Tax Period, and SpinCo
may condition the acceptance and incorporation of any such comment upon the receipt of appropriate indemnification from Parent for any
increases in such Taxes that may result from the acceptance and incorporation of the applicable comment.



 


Section 2.4
Consistent Positions on Tax Returns. The Responsible Party shall prepare all Tax Returns (a) for all Pre-Distribution
Tax Periods and Straddle Periods in a manner consistent with past Tax Practices and (b) in a manner consistent with any Tax Opinion,
except in either case as otherwise required by changes in applicable law or material underlying facts or as consented by the parties hereto
in writing, which consent shall not be unreasonably withheld, conditioned or delayed.


 


Section 2.5
Taxable Year. The parties agree that, to the extent permitted by applicable law, (a) the Merger shall be treated as a reverse
acquisition under Treas. Reg. 1.1502-75(d)(3), (b) the Tax Period with respect to federal and applicable state and local Income Taxes
of the Parent Affiliated Group existing immediately before the Merger (including the SpinCo Members) shall end as of the close of the
Distribution Date, (c) the Distribution shall be reported on the last day of the taxable period of such Parent Affiliated Group ending
as of the close of the Distribution Date and (d) the SpinCo Affiliated Group and each member thereof shall begin a new taxable year
for purposes of such federal, state or local Income Taxes as of the beginning of the day after the Distribution Date. The parties further
agree that, to the extent permitted by applicable law, all federal, state, local and foreign Tax Returns shall be filed consistently with
this position.


 


Section 2.6
Straddle Period Taxes. For purposes of this Agreement, Taxes attributable to Straddle Periods shall be allocated as follows:


 


		(a)	Income Taxes shall be allocated on the basis of the actual operations and taxable income for each such
period, determined by closing the books at the end of the day on the Distribution Date; and



 



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		(b)	Non-Income Taxes shall be allocated by multiplying the amount of such Taxes for the entire Straddle Period
by a fraction, the numerator of which is the number of days during the applicable portion of the Straddle Period and the denominator of
which is the total number of days in the Straddle Period with one portion of the Straddle period ending on the Distribution Date and the
other portion of the Straddle Period beginning on the day after the Distribution Date.



 


Section 2.7
Responsibility and Payment of Taxes.


 


		(a)	SpinCo shall be liable for and shall pay all Taxes due and payable (including additional Taxes imposed
as a result of a Final Determination) with respect to all Pre-Distribution Tax Periods of the Parent Affiliated Group and any Pre-Spin
Member including the portion of any Straddle Period ending on the Distribution Date with exception of the Section 355(e) Tax, the first
$1 million of which shall be borne by Parent with the remainder of such Tax borne by SpinCo.



 


		(b)	Subject to Section 2.7(c), Parent shall be liable for and shall pay all Taxes of the Parent Group
due and payable with respect to the portion of the Straddle Period beginning the day after the Distribution Date.



 


		(c)	SpinCo shall be liable for and pay all Taxes due and payable with respect to Post-Distribution Tax Periods
to the extent such Taxes are allocable to the CCDC Business under the Current Allocation Methodology and to the extent the CCDC Business
does not generate positive cash flow in excess of such allocable Taxes.



 


		(d)	SpinCo shall be liable for and shall pay all Taxes due and payable (including additional Taxes imposed
as a result of a Final Determination) with respect to Tax Returns filed by SpinCo pursuant to Section 2.1(b).



 


		(e)	SpinCo or Parent, as applicable, shall pay to the other Party the amount required to be paid pursuant
to this Section 2.7 within thirty (30) days after written demand is made by such other Party; provided, however, that any such
amount shall not be payable earlier than five (5) business days before the date on which the applicable Taxes are actually paid or required
to be paid to the Taxing Authority.



 


Section 2.8
Amended Returns. Notwithstanding anything to the contrary in this Agreement, no Party may file, and shall cause its Affiliates
not to file, any amendment to a Parent Prepared Tax Return or a SpinCo Prepared Tax Return without the other Party’s consent, which
consent shall not be unreasonably withheld, conditioned or delayed.


 


Section 2.9
Refunds of Taxes. Any Tax Refund realized as a result of a Final Determination with respect to any Tax Return filed pursuant
to Section 2.1(a) or Section 2.1(b) shall be for the benefit of the party to which the liability for such Taxes is allocable
under Section 2.7. If Parent or SpinCo, as applicable, receives a Tax Refund with respect to which the other Party is entitled
to all or an allocable portion pursuant to this Section 2.9, Parent or SpinCo, as applicable, shall pay such amount to such other
Party in accordance with Section 4.1.


 



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Section 2.10
Tax Elections. Nothing in this Agreement is intended to change or otherwise affect any previous tax election made by or
on behalf of the Parent Affiliated Group (including the election with respect to the calculation of earnings and profits under Section 1552
of the Code and the Treasury Regulations thereunder). Parent, as common parent of the Parent Affiliated Group, shall continue to have
discretion, reasonably exercised, to make any and all elections with respect to all members of the Parent Affiliated Group for all Pre-Distribution
Tax Periods and Straddle Periods; provided, however, elections for such Tax Returns that are SpinCo Prepared Tax Returns shall be made
in a manner consistent with past practices. SpinCo, as common parent of the SpinCo Affiliated Group, shall have sole discretion to make
any and all elections with respect to all members of the SpinCo Affiliated Group for all Tax Periods for which it is obligated to file
Tax Returns under Section 2.1(b).


 


Section 2.11
Allocation of Tax Assets.


 


		(a)	Parent and SpinCo shall cooperate, each at its own cost and expense, in determining the allocation of
any Tax Assets or Tax liabilities among the parties in accordance with the Code and Treasury Regulations (and any applicable state, local
and foreign laws); provided that, the Parties acknowledge and agree, that any Tax Assets of any members of the Parent Affiliated Group
for any Pre-Distribution Tax Period shall be utilizable by Parent with respect to any Tax liabilities resulting from or arising in connection
with the Merger and/or the Distribution. In the absence of controlling legal authority or unless otherwise provided under this Agreement
(including the foregoing sentence), Tax Assets or Tax liabilities shall be allocated to the legal entity that incurred the cost or burden
associated with the creation of such Tax Assets or Tax liabilities. Parent and SpinCo hereby agree to compute all Taxes for Post-Distribution
Tax Periods and Straddle Periods consistently with the determinations made pursuant to this Section 2.11 unless otherwise required
by a Final Determination.



 


		(b)	To the extent that the amount of any Tax Asset is later reduced or increased by a Taxing Authority, or
as a result of an Audit or carrybacks of Tax Assets from Post-Distribution Tax Periods of either the Parent Affiliated Group or the SpinCo
Group, such reduction or increase shall be allocated to the Party to which such Tax Asset was allocated pursuant to Section 2.11(a).



 


Section 2.12
Certain Expenses. SpinCo shall reimburse Parent for SpinCo’s share of the preparation and filing of any Parent Prepared
Tax Return, which share shall be apportioned and allocated between the Parent Group and the SpinCo Group in the same manner as the liability
for the Taxes with respect to such Tax Return were apportioned and allocated pursuant to Section 2.7.


 


Article
III.

INDEMNIFICATION


 


Section 3.1
By Parent. Subject to Section 3.3, Parent shall indemnify and hold SpinCo and each SpinCo Member harmless against:


 


		(a)	any and all Taxes for which Parent is liable pursuant to Section 2.7; and



 



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		(b)	any and all increases in the liability for Taxes of the SpinCo Group or any SpinCo Member (or group thereof)
as a result of a Parent Member’s material inaccuracies in, or failure to timely provide, such information and assistance specified
in Section 2.2.



 


Section 3.2
By SpinCo. Subject to Section 3.3, SpinCo shall indemnify and hold Parent and each Parent Member harmless against:


 


		(a)	any and all Taxes for which SpinCo is liable pursuant to Section 2.7; and



 


		(b)	any and all increases in the liability for Taxes of the Parent Affiliated Group or any Parent Member (or
group thereof) as a result of a SpinCo Member’s material inaccuracies in, or failure to timely provide, such information and assistance
specified in Section 2.2.



 


Section 3.3
Tax Treatment of Distribution.


 


		(a)	The parties expressly agree for all purposes to treat the Distribution as a distribution to Parent’s
shareholders pursuant to Section 355(a) of the Code (the “Tax Treatment”) if Parent receives the Tax Opinion.



 


		(b)	If Parent receives the Tax Opinion, Parent represents, agrees
and covenants as follows:



 


		(i)	There is no plan or intention to dispose of or discontinue the CCDC Business within two years of the date
hereof.



 


		(c)	If Parent receives the Tax Opinion, SpinCo represents, agrees and covenants as follows:



 


		(i)	From and after the Distribution Date until the second anniversary
thereof, such Party shall not take any of the following actions unless prior to taking any such action, it obtains and provides to the
other Party, a ruling from the IRS or a written opinion from a nationally recognized law firm with expertise in these matters, in form
and substance reasonably acceptable to the other Party, that such transaction, and any transaction or transactions related thereto, will
not affect the qualification of the Distribution under Section 355 of the Code:



 


		(A)	enter into (or, to the extent such Party has the right to prohibit such action, permit) any transaction
or series of transactions as a result of which any Person or group of Persons would (directly or indirectly) acquire or have the right
to acquire from SpinCo or one or more holders of its stock, a number of shares of its stock that, together with any shares issued in an
equity offering described in clause (B) below, would comprise 40% or more, in each case, of (i) the value of all outstanding shares
of stock of SpinCo as of the date of such transaction or (ii) the total combined voting power of all outstanding shares of stock
of SpinCo as of the date of such transaction, or, with respect to either (1) or (2), in the case of a series of transactions, the date
of the last transaction of such series; or



 



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		(B)	issue equity of SpinCo in an offering in excess, in the aggregate, together with any shares acquired in
a transaction described in clause (A) above, of 40% of (1) the value of all outstanding shares of stock of SpinCo as of the date of such
transaction or (2) the total combined voting power of all outstanding shares of stock of SpinCo as of the date of such transaction, or,
with respect to either (1) or (2), in the case of a series of transactions, as of the date of the last transaction of such series.



 


		(ii)	From and after the Distribution Date until the second anniversary thereof, SpinCo shall not, and shall
cause each member of the SpinCo Group not to, take any of the following actions unless prior to taking any such action, it obtains and
provides to Parent, a ruling from the IRS or a written opinion from a nationally recognized law firm with expertise in these matters,
in form and substance reasonably acceptable to Parent, that such transaction, and any transaction or transactions related thereto, will
not affect the qualification of the Distribution for the Tax Treatment:



 


		(A)	merge, consolidate or amalgamate with any other Person, unless, in the case of a merger, consolidation,
SpinCo is the survivor of the merger or consolidation;



 


		(B)	in a single transaction or series of transactions sell, transfer or otherwise dispose of (including any
transaction treated for U.S. federal Income Tax purposes as a sale, transfer or disposition), or permit any other member of the SpinCo
Group to sell, transfer or otherwise dispose of, thirty percent (30%) or more of the gross assets of the SpinCo Business (such percentage
to be measured based on fair market value as of the Distribution Date), in each case other than (A) sales, transfers or other dispositions
of assets in the ordinary course of business, (B) any cash paid to acquire assets from an unrelated Person in an arm’s-length transaction,
(C) any assets transferred to a Person that is disregarded as an entity separate from the transferor for U.S. federal Income Tax purposes,
(D) any mandatory or optional repayment (or pre-payment) of any indebtedness of SpinCo or any member of the SpinCo Group, or (E) any sales,
transfers or other dispositions of assets within the SpinCo Separate Affiliated Group;



 


		(C)	redeem or otherwise repurchase (directly or through an Affiliate) any stock, or rights to acquire stock,
of SpinCo, except to the extent such repurchases satisfy Section 4.05(1)(b) of Revenue Procedure 96-30 (as in effect prior to the amendment
of such Revenue Procedure by Revenue Procedure 2003-48); or



 



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		(D)	amend, or permit any other member of the SpinCo Group to amend, its certificate of incorporation (or other
organizational documents), or take any other action, whether through a stockholder vote or otherwise, affecting the voting rights of equity
interests in SpinCo (including, without limitation, through the conversion of one class of equity interests in SpinCo into another class
of equity interests in SpinCo).



 


Section 3.4
Certain Reimbursements. Each Party shall notify the other Party of any Taxes paid by it or any of its Affiliates that are
subject to indemnification under this Article III. Any notification pursuant to this Section 3.4 shall include a detailed
calculation (including, if applicable, separate allocations of such Taxes between the Parties and supporting work papers) and a brief
explanation of the basis for indemnification hereunder. Whenever such a notification is given, the indemnifying Party shall pay the amount
requested in such notice to the indemnified party in accordance with Article IV, but only to the extent the indemnifying Party
agrees with such request. To the extent the indemnifying Party disagrees with such request, it shall so notify the indemnified party within
thirty (30) days of receipt of such notice, whereupon the Parties shall use their best efforts to resolve any such disagreement. Any indemnification
payment made after such thirty (30) day period shall include interest at the Overdue Rate from the date of receipt of the original indemnification
notice. Any dispute as to any matter covered by this Article III shall be resolved by the Accounting Firm as an expert and not an arbitrator.
The fees and expenses of the Accounting Firm shall be borne equally by Parent and SpinCo.


 


Section 3.5
Adjustments. The Parties agree to cooperate in good faith, without bias to any Parent Member or SpinCo Member, to make appropriate
adjustments to accomplish the objectives of this Article III.


 


Article
IV.

Method AND Timing of

Payments Required by this Agreement


 


Section 4.1
Payment in Immediately Available Funds; Interest. All payments made pursuant to this Agreement shall be made in immediately
available funds. Except as otherwise provided in the Agreement, all payments shall be made within fifteen (15) days of receipt of request
therefor. For the avoidance of doubt, a party may request payment for any costs incurred pursuant to Section 2.12 as soon as such costs
are incurred. Except as otherwise provided in the Agreement, any payment not made within fifteen (15) days of receipt shall thereafter
bear interest at the Overdue Rate.


 


Section 4.2
Characterization of Payments. Any payment (other than interest thereon) made hereunder by Parent to SpinCo, or by SpinCo
to Parent, shall be treated by all parties for all Tax purposes to the extent permitted by law as a non-taxable distribution or capital
contribution made immediately prior to the Distribution, except to the extent that Parent and SpinCo treat a payment as the settlement
of an intercompany liability or as otherwise required by law.


 



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Article
V.

Cooperation; Document Retention; Confidentiality


 


Section 5.1
Provision of Cooperation, Documents and Other Information. Upon the reasonable request of any Party, Parent or SpinCo, as
applicable, shall promptly provide (and shall cause its Affiliates to promptly provide) the requesting Party with such cooperation and
assistance, documents, and other information as may be necessary or reasonably helpful in connection with (a) the preparation and
filing of any Tax Return, (b) the conduct of any Audit involving any Taxes or Tax Returns within the scope of this Agreement or (c) the
verification by a Party of an amount payable to or receivable from the other Party. Such cooperation and assistance shall include, without
limitation, (i) the provision of books, records, Tax Returns, documentation or other information relating to any relevant Tax Return,
(ii) the execution of any document that may be necessary or reasonably helpful in connection with the filing of any Tax Return, or
in connection with any Audit, including, without limitation, the execution of powers of attorney and extensions of applicable statutes
of limitations with respect to Tax Returns which Parent may be obligated to file on behalf of SpinCo Members pursuant to Section 2.1,
(iii) the prompt and timely filing of appropriate claims for refund, and (iv) the use of reasonable best efforts to obtain any
documentation from a governmental authority or a third party that may be necessary or reasonably helpful in connection with the foregoing.
Each Party shall make its employees and facilities available on a mutually convenient basis to facilitate such cooperation.


 


Section 5.2
Retention of Books and Records. Each Party shall retain or cause to be retained (and shall cause each of their Affiliates
to retain) all Tax Returns and all books, records, schedules, work papers, and other documents relating thereto, until the later of (a) the
date seven (7) years from the close of the applicable Tax Period, (b) the expiration of all applicable statutes of limitations (including
any waivers or extensions thereof) and (c) the expiration of any retention period required by law (e.g., depreciation or inventory
records) or pursuant to any record retention agreement. The parties hereto shall notify each other in writing of any waivers, extensions
or expirations of applicable statutes of limitations.


 


Section 5.3
Confidentiality of Documents and Information. Except as required by law or with the prior written consent of the other Party,
all Tax Returns, documents, schedules, work papers and similar items and all information contained therein that are within the scope of
this Agreement shall be kept confidential by the parties hereto and their Representatives, shall not be disclosed to any other Person
and shall be used only for the purposes provided herein.


 


Article
VI.

Audits


 


Section 6.1
Notification and Status of Audits or Disputes. Upon the receipt by any Party (or any of its Affiliates) of notice of any
pending or threatened Audit pertaining to Taxes subject to indemnification under this Agreement, such Party shall promptly notify the
other Party in writing of the receipt of such notice. Each Party shall use reasonable best efforts to keep the other Party advised as
to the status of any Audits pertaining to Taxes subject to indemnification under this Agreement. To the extent relating to any such Tax,
each Party shall promptly furnish the other Party with copies of any inquiries or requests for information from any Taxing Authority or
any other administrative, judicial or other governmental authority, as well as copies of any revenue agent’s report or similar report,
notice of proposed adjustment or notice of deficiency.


 



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Section 6.2
Control and Settlement.


 


		(a)	Parent shall have the right to control, and to represent the interests of all affected taxpayers in, any
Audit relating, in whole or in part, to any Tax Return filed pursuant to Section 2.1(a)(i) and Section 2.1(a)(ii) and to
employ counsel or other advisors of its choice and at its own cost; provided, however, that with respect to any issue arising on an Audit
of a Parent Prepared Tax Return that may have a material adverse effect on SpinCo or any SpinCo Group Member (including as a result of
SpinCo’s indemnification obligations pursuant to Section 3.2), (i) Parent shall permit SpinCo to participate in such Audit
with respect to such issue, and in no event shall Parent settle or otherwise resolve any such issue without the written consent of SpinCo,
which consent shall not be unreasonably withheld, conditioned or delayed; (ii) SpinCo shall provide Parent a written response to any notification
by Parent of a proposed settlement within ten (10) days of its receipt of such notification; and (iii) if SpinCo fails to respond within
such ten (10) day period, it shall be deemed to have consented to the proposed settlement. Parent and SpinCo shall bear their own costs
incurred in participating in any proceeding relating to any Audit under this Section 6.2(a).



 


		(b)	SpinCo shall have the right to control, and to represent the interests of all affected taxpayers in, any
Audit relating, in whole or in part, to any Tax Return filed pursuant to Section 2.1(b)(i), Section 2.1(b)(ii) and Section
2.1(b)(iii) and to employ counsel or other advisors of its choice at its own cost and expense; provided, however, that with respect
to any issue arising on an Audit of a SpinCo Prepared Tax Return that may have a material adverse effect on Parent or any Parent Group
Member (including as a result of Parent’s indemnification obligations pursuant to Section 3.1), (i) SpinCo shall permit Parent
to participate in such Audit with respect to such issue, and in no event shall SpinCo settle or otherwise resolve any such issue without
the written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed; (ii) Parent shall provide SpinCo
a written response to any notification by SpinCo of a proposed settlement within ten (10) days of its receipt of such notification; and
(iii) if Parent fails to respond within such ten (10) day period, it shall be deemed to have consented to the proposed settlement. Each
of Parent and SpinCo shall bear its own costs incurred in participating in any proceeding relating to any Audit under this Section 6.2(b).



 


		(c)	The payment of any Taxes as a result of a Final Determination with respect to an Audit, as well as any
payments between Parent and SpinCo with respect to such Taxes to the extent such Audit relates to a Parent Prepared Tax Return, shall
be governed by Section 2.7. 



 


Section 6.3
Delivery of Powers of Attorney and Other Documents. Parent and SpinCo shall execute and deliver to the other Party, promptly
upon request, powers of attorney authorizing such other Party to extend statutes of limitations, receive refunds, negotiate settlements
and take such other actions that Parent or SpinCo, as applicable, reasonably considers to be appropriate in exercising its control rights
pursuant to Section 6.2, and any other documents reasonably necessary thereto to effect the exercise of such control rights.


 



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Article
VII.

Miscellaneous


 


Section 7.1
Effectiveness. This Agreement shall be effective from and after the Distribution Date and shall survive until the expiration
of any applicable statute of limitations.


 


Section 7.2
Entire Agreement. This Agreement, together with all documents and instruments referred to herein and therein, constitute
the entire agreement among the parties hereto with respect to the subject matter hereof and supersede and terminate all prior agreements
and understandings, both written and oral.


 


Section 7.3
Guarantees of Performance. Each Party hereby guarantees the complete and prompt performance by its Affiliates of all of
their obligations and undertakings pursuant to this Agreement. If, subsequent to the consummation of the Distribution, either Parent or
SpinCo shall be acquired by another entity (the “acquirer”) such that 50% or more of the acquired corporation’s common
stock is held by the acquirer and its affiliates, the acquirer shall, by making such acquisition, simultaneously agree to jointly and
severally guarantee the complete and prompt performance by the acquired corporation and any Affiliate of the acquired corporation of all
of their obligations and undertakings pursuant to this Agreement and the acquired corporation shall cause such acquirer to enter into
an agreement reflecting such guarantee. For the avoidance of doubt, the Merger shall not be deemed an acquisition for purposes of this
Section 7.3.


 


Section 7.4
Severability. In the event any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable
in any respect, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired
thereby. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions,
covenants and restrictions hereof without including any of such which may hereafter be declared invalid, void or unenforceable. In the
event that any such term, provision, covenant or restriction is hereafter held to be invalid, void or unenforceable, the parties hereto
agree to use their best efforts to find and employ an alternate means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction.


 


Section 7.5
Waiver. Neither the failure nor any delay on the part of any party to exercise any right under this Agreement shall operate
as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or further exercise of the same or any other
right, nor shall any waiver of any right with respect to any occurrence be construed as a waiver of such right with respect to any other
occurrence.


 


Section 7.6
Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without
regard to any applicable conflicts of law principles, except with respect to matters of law concerning the internal corporate or other
organizational affairs of any entity which is a party to or subject of this Agreement, and as to those matters the law of the jurisdiction
under which the respective entity derives its powers shall govern.


 



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Section 7.7
Notices. All notices and other communications required or permitted under this Agreement shall be in writing and shall be
duly given when delivered in person, by facsimile (with a confirmed receipt thereof), by messenger or courier service, or by registered
or certified mail (postage prepaid, return receipt requested), at the following addresses (or at such other address for a Party as shall
be specified by like notice):


 


If to SpinCo:


 


SilverSun Technologies, Inc.


120 Eagle Rock Avenue


East Hanover, NJ 07936


Attention: Mark Meller, Chief Executive
Officer


Telephone: (973) 758-6100


Email: meller@silversuntech.com


 


with a copy (which shall not constitute
notice) to:


 


Lucosky Brookman LLP


101 Wood Avenue South, 5th Floor


Woodbridge, NJ 08830


Attention: Joseph Lucosky; Christopher
Haunschild


Email: jlucosky@lucbro.com; chaunschild@lucbro.com


 


If to Parent:


 


Rhodium Enterprises, Inc.


7546 Pebble Drive, Building 29


Fort Worth, Texas 76118


Attention: Chase Blackmon, Chief Executive
Officer; Nick


Cerasuolo, Chief Financial Officer


E-mail: chaseblackmon@rhdm.com;


nickcerasuolo@rhdm.com


 


with copy to (which shall not constitute
notice) to:


 


Kirkland & Ellis LLP


609 Main Street


Houston, TX 77002


Attention: Thomas Laughlin, P.C.; Jack
Shirley; Douglas E. Bacon, P.C.;


Matthew R. Pacey, P.C.; Anne Peetz


E-mail: thomas.laughlin@kirkland.com;


jack.shirley@kirkland.com;


doug.bacon@kirkland.com; matt.pacey@kirkland.com;


anne.peetz@kirkland.com


 



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Section 7.8
Amendments. This Agreement may be amended at any time only by written agreement executed and delivered by duly authorized
officers of Parent and SpinCo.


 


Section 7.9
Successors and Assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned
by either Party (by operation of law or otherwise), without the prior written consent of the other Party. All provisions of the Agreement
shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.


 


Section 7.10
No Third-Party Beneficiaries. This Agreement is solely for the benefit of the parties to this Agreement and their respective
Affiliates and should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, claim of action or other
right in excess of those existing without this Agreement.


 


Section 7.11
Headings; References. The article, section and paragraph headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this Agreement. All references herein to “Article”,
“Sections” or “Exhibits” shall be deemed to be references to Articles or Sections hereof or Exhibits hereto unless
otherwise indicated.


 


Section 7.12
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original
instrument, and all such counterparts shall together constitute one and the same instrument.


 


Section 7.13
Predecessors and Successors. To the extent necessary to give effect to the purposes of this Agreement, any reference to
any corporation or other entity shall also include any predecessors or successors thereto, by operation of law or otherwise.


 


Section 7.14
Specific Performance. The parties hereto acknowledge and agree that irreparable damages will result if this Agreement is
not performed in accordance with its terms, and each Party agrees that any damages available at law for a breach of this Agreement would
not be an adequate remedy. Therefore, to the full extent permitted by applicable law, the provisions hereof and the obligations of the
parties hereunder shall be enforceable in a court of equity, or other tribunal with jurisdiction, by a decree of specific performance,
and appropriate injunctive relief may be applied for and granted in connection therewith.


 


Section 7.15
Further Assurances. Subject to the provisions hereof, the parties hereto shall make, execute, acknowledge and deliver such
other instruments and documents, and take all such other actions, as may be reasonably required in order to effectuate the purposes of
this Agreement and to consummate the transactions contemplated hereby. Subject to the provisions hereof, each Party shall, in connection
with entering into this Agreement, performing its obligations hereunder and taking any and all actions relating hereto, comply with all
applicable laws, regulations, orders and decrees, obtain all required consents and approvals and make all required filings with any governmental
authority (including any regulatory or administrative agency, commission or similar authority) and promptly provide the other Party with
all such information as it may reasonably request in order to be able to comply with the provisions of this sentence.


 


Section 7.16
Setoff. All payments to be made by any Party shall be made without setoff, counterclaim or withholding, all of which are
expressly waived.


 


Section 7.17
Expenses. Except as specifically provided in this Agreement, each Party agrees to pay its own costs and expenses resulting
from the fulfillment of its respective obligations hereunder.


 


Section 7.18
Rules of Construction. Any ambiguities shall be resolved without regard to which party drafted the Agreement.


 


[Signature
Page Follows]


 




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IN WITNESS WHEREOF, the parties
have caused this Agreement to be executed as of the date above written.


 


	 	PARENT:
	 	 
	 	SilverSun Technologies, Inc.
	 	 	 
	 	By: 	 
	 	Name: 	Mark Meller
	 	Title:	Chief Executive Officer
	 	 	 
	 	SPINCO:
	 	 	 
	 	SILVERSUN Technologies Holdings, Inc.
	 	 	 
	 	By: 	 
	 	Name:	Joe Macaluso
	 	Title:	Chief Financial Officer



 




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Exhibit A:


 


Current Allocation Methodology


 


Federal Income Tax


 


With respect to any Tax Returns prepared by Parent
pursuant to Section 2.1(a)(ii), the amount of U.S. federal Income Taxes allocable to the CCDC Business shall be the amount of such
U.S. federal Income Taxes that the CCDC Business would have been required to pay if the CCDC Business had paid tax on behalf of the CCDC
Business, as determined in a manner consistent with the following principles:


 


		(a)	using all elections, accounting methods and conventions used on the Parent Affiliated Group consolidated
Tax Return for such period;



 


		(b)	applying the highest marginal U.S. federal corporate or individual (whichever is higher) Income Tax rate;
and



 


		(c)	treating CCDC as having conducted all of the CCDC Business and earned any and all income attributable
thereto during such Tax Period notwithstanding the actual conduct of any portion of the CCDC Business by a member of the Parent Group.



 


State Income Tax


 


With respect to any Tax Returns prepared by Parent
pursuant to Section 2.1(a)(ii), the amount of state or local Income Taxes allocable to the CCDC Business shall be as determined
by Parent in a manner consistent with the principles set forth under the heading “Federal Income Tax” above (for the avoidance
of doubt, using the highest marginal state or local corporate Income Tax rate applicable to a corporation or individual (whichever is
higher) for such applicable state or local jurisdiction, as the case may be).


 


Foreign Income Tax


 


With respect to any Tax Returns prepared by Parent
pursuant to Section 2.1(a)(ii), the amount of foreign Income Taxes allocable to the CCDC Busines shall be as determined by Parent
in a manner consistent with the principles set forth under the heading “Federal Income Tax” above.


 


Other Taxes


 


With respect to any Tax Returns prepared by Parent
pursuant to Section 2.1(a)(ii), the amount of Taxes, other than U.S. federal Income Taxes, state or local Income Taxes, allocable
to CCDC shall be as determined by Parent, in its reasonable discretion.


 


 


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