Common use of Consideration for Services Clause in Contracts

Consideration for Services. (a) During the Initial Service Term of any Service, the Provider will charge the Recipient the monthly cost to the Provider of providing such Service, as reflected on the applicable Schedule (the “Base Cost”), plus all reasonable out-of-pocket fees and expenses paid to third parties in connection with the performance of such Service, including any costs for which the Provider is entitled to reimbursement pursuant to Section 1(e) (“Third Party Costs”). The amount charged to the Recipient for any Service during any Extension Service Term of such Service will be determined in accordance with Section 1(g) above. (b) The monthly Base Cost for any Service will be due and payable in arrears within 60 days after the end of the month for which such Service was provided. (c) The Provider will provide the Recipient with monthly invoices reflecting any Third Party Costs paid by the Provider for any Service during any month. Invoices will be sent in a format and containing a level of detail reasonably sufficient for the Recipient to determine the accuracy of the computation of the amount charged and that such amount is being calculated in a manner consistent with this Agreement. Reasonable documentation will be provided for all Third Party Costs consistent with the Provider’s practices. All amounts invoiced by Provider under this Section 2(c) will be due and payable within 60 days of the date of invoice. Upon the Recipient’s reasonable request, the Provider will provide explanations, answer questions and provide additional documentation regarding invoiced amounts. (d) Unless otherwise specifically agreed in writing by the parties hereto, all payments due under this Section 2 will be made by wire transfer of immediately available funds in accordance with wire transfer instructions delivered by the Provider to the Recipient in writing from time to time. (e) All amounts to be paid to the Provider under this Agreement are exclusive of any and all sales, use, excise, services or similar taxes imposed on the provision of goods and services by the Provider or its Representatives to the Recipient pursuant to this Agreement (“Sales Taxes”). In addition to any amounts otherwise payable pursuant to this Agreement, the Recipient will be responsible for any and all Sales Taxes and will either (i) remit such Sales Taxes to the Provider (and the Provider will remit the amounts so received to the applicable taxing authority) or (ii) provide the Provider with a certificate or other proof, reasonably acceptable to the Provider, evidencing an exemption from liability for such Sales Taxes. For the avoidance of doubt, all amounts under this Agreement are expressed exclusive of Sales Taxes. The parties agree to cooperate with each other in determining the extent to which any Sales Tax is due and owing under the circumstances, and will provide and make available to each other any resale certificate, information regarding out of state use of materials, services or sale, and other exemption certificates or information reasonably requested by either party. The parties further agree to work together to structure the provision of the Services to eliminate or minimize applicable Sales Taxes, including but not limited to, itemizing on any invoices each Service provided to the Recipient. (f) After the Contribution Closing (as defined in the Separation Agreement), except as otherwise specified in this Agreement, each party hereto will pay its own legal, accounting, out-of-pocket and other expenses incident to this Agreement and to any action taken by such party in carrying this Agreement into effect. (g) All late payments due under this Agreement will bear interest at a rate equal to the annualized interest rate at prime (as published in the Wall Street Journal from time to time) plus one-and-a-half percentage points, from the invoice due date to the date of payment. If the Recipient disputes any portion of any Third Party Costs for which the Provider has invoiced Recipient, the Recipient must notify the Provider in writing of the nature and the basis of the dispute within 90 days after the date of the applicable invoice, after which time the Recipient will be deemed to have waived any rights to dispute such amount. (h) The Provider will keep reasonably detailed records, consistent with past practice, for any Third Party Costs invoiced to the Recipient. The Provider will maintain the records in accordance with its then-current record retention policies. At reasonable intervals during the term of this Agreement and for two years thereafter, the Recipient personnel will, upon no less than five business days’ prior notice, or, if critical, upon reasonable shorter notice under the circumstances, have access to the records for the purpose of verifying the invoices submitted to the Recipient hereunder. The costs of all such audits will be borne by the Recipient. The confidentiality provisions in Section 8 of this Agreement will govern all audits by the Recipient.

Consideration for Services. (a) The Recipient shall pay to the Provider the fees for each Service (or category of Services, as applicable) as set forth on the applicable TSA Schedule (including, for the avoidance of doubt, as adjusted in connection with any extension pursuant to Section 9(a)) (collectively, the “Service Charges,” and each, a “Service Charge”). During the Initial Transition Period, the amount of a Service Term Charge for any Service (or category of any ServiceServices, as applicable) shall not increase, except to the extent such costs and amounts increase for, in the case Xxxxxxx is the Provider, the Xxxxxxx Business, and, in the case Newco is the Provider, the Echo Business, using the same service at the same location or changes in actual compensation and benefits costs. Where Service Charges are calculated on a per headcount basis, the Provider will charge understands and agrees that headcount may fluctuate in the ordinary course of business; provided that, if the Recipient the monthly cost provides updates to the applicable headcount no later than five (5) days before any calendar month of the Transition Period, the Provider of providing such Service, as reflected on shall adjust the applicable Schedule (Service Charges effective as of such calendar month. The Recipient will be charged for the “Base Cost”)then-current headcount for the invoiced period. Actual, plus all reasonable documented out-of-pocket fees costs paid to any third-party provider that is providing goods or services used by the Provider in providing the Services (e.g., license costs for software) will be an incremental cost to the Recipient in addition to the Service Charges, and will be charged to the Recipient at the actual third-party cost allocated to the Services in a manner consistent with past practice; provided, however, that the Recipient’s prior written approval shall be required with respect to any out-of-pocket costs exceeding twenty five thousand dollars ($25,000). Notwithstanding the foregoing, for the avoidance of doubt, Xxxxxxx shall bear all costs and expenses associated with building or setting up the Transition Environment (as described in Schedule [A-1]) and the Service Charges to be paid by Newco in its capacity as the Recipient shall reflect the costs and expenses associated with Newco’s connection to third parties and Echo’s operation of the Transition Environment in connection with the performance provision and receipt of such Service, including any costs for which the Provider is entitled to reimbursement pursuant to Section 1(e) (“Third Party Costs”). The amount charged to the Recipient for any Service during any Extension Service Term of such Service will be determined in accordance with Section 1(g) aboveServices. (b) The Provider shall deliver invoices to the Recipient on a monthly Base Cost basis reflecting charges for any Service will be due the preceding month. the Provider agrees to afford the Recipient, upon reasonable notice, access to such information, records and payable in arrears within 60 days after the end documentation of the month Provider as the Recipient may reasonably request in order to verify any invoices and charges for which such Service was providedServices hereunder or additional out-of-pocket costs as set forth in Section 2(a). (c) The Provider will provide Recipient shall pay the Recipient with monthly invoices reflecting any Third Party Costs paid amount (other than amounts it disputes in good faith) of such invoice in U.S. dollars by wire transfer to the Provider for any Service during any month. Invoices will be sent in a format and containing a level of detail reasonably sufficient for the Recipient to determine the accuracy of the computation of the amount charged and that such amount is being calculated in a manner consistent with this Agreement. Reasonable documentation will be provided for all Third Party Costs consistent with the Provider’s practices. All amounts invoiced by Provider under this Section 2(cwithin thirty (30) will be due and payable within 60 days of the date of invoice. Upon receipt of such invoice to the account specified by the Provider and payment of the disputed amount (if and to the extent required) shall be made promptly after resolution of such dispute in accordance with this Section 2(c); provided that, at the Provider’s option, with respect to Services rendered outside the United States, payments may be required to be made in local currency, subject to the Recipient’s reasonable requestconsent (not to be unreasonably withheld). If the Recipient fails to pay such amount by such date, the Recipient shall be obligated to pay to the Provider, in addition to the amount due, interest at the prime rate as published in The Wall Street Journal, Eastern Edition in effect on such date, compounded monthly, accruing from the date the payment was due through the date of actual payment. If the Recipient disputes in good faith the amount reflected on any invoice, the Recipient shall promptly, but in any event within sixty (60) days of the date of receipt of such invoice, specify in writing the portion that it disputes and the basis for that dispute. If the Recipient has disputed an amount in connection with the payment of an invoice in accordance with the foregoing, or if the Recipient provides written notice to the Provider will provide explanationschallenging whether the Service Charges set forth on an invoice rendered by the Provider pursuant to Section 2(b) accurately reflect the Services provided hereunder within sixty (60) days of the receipt of such invoice, answer questions then, in either case, the Parties shall comply with the following process: (i) the appropriate representatives from the finance divisions of the Parties shall promptly meet to review and provide additional documentation regarding invoiced amountsattempt to resolve the matter; (ii) if the matter is still not resolved, then the Service Coordinators (as defined below) of the Parties shall meet and shall use reasonable efforts to resolve the dispute; and (iii) if the matter is still not resolved within ten (10) days of referral to the Service Coordinator, then the Parties shall undertake the procedures set forth in Section 18(b) hereof. (d) Unless Except as set forth in Section 2(c), the Recipient shall pay the full amount of the Service Charges and shall not set-off, counterclaim or otherwise specifically agreed in writing by withhold any amount owed to the parties hereto, all payments due Provider under this Section 2 will be made by wire transfer Agreement on account of immediately available funds in accordance with wire transfer instructions delivered any obligation owed by the Provider to the Recipient that has not been finally adjudicated, settled or otherwise agreed upon by the Parties in writing from time to timewriting. (e) All amounts Incremental to be paid to any other payments, fees or charges in this Agreement, the Provider under this Agreement are exclusive Recipient shall pay any Taxes imposed on, or payable with respect to, the provision of any and Services, including all applicable sales, use, excisevalue added and similar Taxes, services or similar taxes imposed but excluding Taxes based on the provision Provider’s net income or assets. (f) All amounts payable under this Agreement shall be paid free and clear of goods all deductions or withholdings unless the deduction or withholding is required by Applicable Law. If deduction or withholding is required by Applicable Law on the payment of any amount under this Agreement, the amount of the payment due from the Party required to make such payment shall be increased to an amount which, after any withholding or deduction, leaves an amount equal to the payment which would have been due if no such deduction or withholding were required. The Recipient shall withhold (or cause to be withheld) such taxes, levies or charges and services by pay (or cause to be paid) such withheld amounts over to the applicable taxing authority in accordance with the requirements of Applicable Law and provide the Provider or its Representatives with an official receipt confirming payment. The Provider shall, prior to the Recipient pursuant date of any payment to this Agreement (“Sales Taxes”). In addition to any amounts otherwise payable be made pursuant to this Agreement, at the request of the Recipient, use commercially reasonable efforts to provide the Recipient will be responsible for with any and all Sales Taxes and will either certificate or other documentary evidence (i) remit such Sales Taxes to the Provider (and the Provider will remit the amounts so received to the applicable taxing authority) required by any Tax Law or (ii) provide the Provider with a certificate or other proof, reasonably acceptable to the Provider, evidencing an exemption from liability for such Sales Taxes. For the avoidance of doubt, all amounts under this Agreement are expressed exclusive of Sales Taxes. The parties agree to cooperate with each other in determining the extent to which any Sales Tax is due and owing under the circumstances, and will provide and make available to each other any resale certificate, information regarding out of state use of materials, services or sale, and other exemption certificates or information reasonably requested by either party. The parties further agree to work together to structure the provision of the Services to eliminate or minimize applicable Sales Taxes, including but not limited to, itemizing on any invoices each Service provided to the Recipient. (f) After the Contribution Closing (as defined in the Separation Agreement), except as otherwise specified in this Agreement, each party hereto will pay its own legal, accounting, out-of-pocket and other expenses incident to this Agreement and to any action taken by such party in carrying this Agreement into effect. (g) All late payments due under this Agreement will bear interest at a rate equal to the annualized interest rate at prime (as published in the Wall Street Journal from time to time) plus one-and-a-half percentage points, from the invoice due date to the date of payment. If the Recipient disputes any portion of any Third Party Costs for which the Provider has invoiced Recipient, is entitled by any Tax Law to provide in order to reduce the amount of any Taxes that may be deducted or withheld from such payment and the Recipient must notify the Provider agrees to accept and act in writing of the nature reliance on any such duly and the basis of the dispute within 90 days after the date of the properly executed or other applicable invoice, after which time the Recipient will be deemed documentary evidence. Each Party shall reasonably cooperate and use commercially reasonable efforts to have waived minimize or eliminate any rights to dispute such amountwithholding Tax liability. (h) The Provider will keep reasonably detailed records, consistent with past practice, for any Third Party Costs invoiced to the Recipient. The Provider will maintain the records in accordance with its then-current record retention policies. At reasonable intervals during the term of this Agreement and for two years thereafter, the Recipient personnel will, upon no less than five business days’ prior notice, or, if critical, upon reasonable shorter notice under the circumstances, have access to the records for the purpose of verifying the invoices submitted to the Recipient hereunder. The costs of all such audits will be borne by the Recipient. The confidentiality provisions in Section 8 of this Agreement will govern all audits by the Recipient.

Consideration for Services. (a) During In consideration for the Initial Service Term of any Serviceservices to be rendered by the Advisors hereunder, the Provider will charge Company hereby agrees to: (i) pay the Recipient Advisors a completion fee in an amount of $40,000, which fee shall be payable upon completion of the monthly cost Financing Transaction; and (ii) grant to the Provider Advisors up to 430,000 common shares of providing such Service, as reflected on the applicable Schedule Company (“Compensation Shares”). (iii) grant to the Advisors warrants to acquire up to 430,000 common shares of the Company (the “Base CostWarrants”), plus all reasonable out-of-pocket fees and expenses paid to third parties . The Warrants shall have the same terms as any other warrants issued in connection with the performance Financing Transaction, and if no such other warrants are issued, the terms of such Servicethe Warrants will be as agreed between the Company and the Advisors in the context of the Financing Transaction. Forthwith upon completion of any Financing Transaction and upon receipt of all necessary regulatory approvals and consents, including any costs for which the Provider is entitled Company agrees to reimbursement pursuant issue to Section 1(e) the Advisors a definitive certificate evidencing the Warrants (the “Third Party CostsWarrant Certificate”). The amount charged to , which Warrant Certificate shall reflect the Recipient for any Service during any Extension Service Term terms and conditions of such Service will be determined in accordance with Section 1(g) abovethe Warrants as aforesaid and shall include customary anti-dilution provisions. (biv) The monthly Base Cost for any Service will be due grant to the Advisors up to 50 warrants (the “Advisory Warrants”), each Advisory Warrant being exercisable into equivalent securities, and payable at an equivalent price, as are issued in arrears within 60 days after the end of the month for which such Service was provided. (c) The Provider will provide the Recipient with monthly invoices reflecting any Third Party Costs paid by the Provider for any Service during any month. Invoices will be sent in a format and containing a level of detail reasonably sufficient for the Recipient to determine the accuracy of the computation of the amount charged and that such amount is being calculated in a manner consistent with this Agreement. Reasonable documentation will be provided for all Third Party Costs consistent connection with the Provider’s practices. All amounts invoiced by Provider under this Section 2(c) will be due and payable within 60 days Financing for a period of 24 months from the date of invoice. Upon the Recipient’s reasonable requestissuance, and if no such other securities are issued, the Provider will provide explanations, answer questions and provide additional documentation regarding invoiced amounts. (d) Unless otherwise specifically agreed in writing by terms of the parties hereto, all payments due under this Section 2 Advisory Warrants will be made by wire transfer as agreed between the Company and the Advisors in the context of immediately available funds in accordance with wire transfer instructions delivered by the Provider Financing Transaction. Forthwith upon completion of any Financing Transaction and upon receipt of all necessary regulatory approvals and consents, the Company agrees to issue to the Recipient in writing from time to time. Advisors a definitive certificate evidencing the Advisory Warrants (e) All amounts to be paid to the Provider under this Agreement are exclusive of any and all sales, use, excise, services or similar taxes imposed on the provision of goods and services by the Provider or its Representatives to the Recipient pursuant to this Agreement (“Sales TaxesAdvisory Warrant Certificate”), which Advisory Warrant Certificate shall reflect the terms and conditions of the Advisory Warrants as aforesaid and shall include customary anti-dilution provisions. In addition to any amounts otherwise applicable standard fees payable pursuant to this Agreementthe Advisors in connection with the services to be provided by the Advisors hereunder, the Recipient will be responsible Company shall reimburse the Advisors for any all reasonable expenses (including, without limitation, the reasonable fees and all Sales Taxes and will either (i) remit such Sales Taxes disbursements of legal counsel to the Provider (Advisors and any sales, use or similar taxes, including GST) that it may incur in providing the Provider will remit the amounts so received to the applicable taxing authority) or (ii) provide the Provider with a certificate or other proof, reasonably acceptable to the Provider, evidencing an exemption from liability for such Sales Taxes. For the avoidance of doubt, all amounts under this Agreement are expressed exclusive of Sales Taxes. The parties agree to cooperate with each other in determining the extent to which any Sales Tax is due and owing under the circumstances, and will provide and make available to each other any resale certificate, information regarding out of state use of materials, services or sale, and other exemption certificates or information reasonably requested by either party. The parties further agree to work together to structure the provision contemplated hereunder forthwith upon receipt of the Services to eliminate or minimize applicable Sales Taxes, including but not limited to, itemizing on any invoices each Service provided to the RecipientAdvisors’ account with supporting documentation therefor. (f) After the Contribution Closing (as defined in the Separation Agreement), except as otherwise specified in this Agreement, each party hereto will pay its own legal, accounting, out-of-pocket and other expenses incident to this Agreement and to any action taken by such party in carrying this Agreement into effect. (g) All late payments due under this Agreement will bear interest at a rate equal to the annualized interest rate at prime (as published in the Wall Street Journal from time to time) plus one-and-a-half percentage points, from the invoice due date to the date of payment. If the Recipient disputes any portion of any Third Party Costs for which the Provider has invoiced Recipient, the Recipient must notify the Provider in writing of the nature and the basis of the dispute within 90 days after the date of the applicable invoice, after which time the Recipient will be deemed to have waived any rights to dispute such amount. (h) The Provider will keep reasonably detailed records, consistent with past practice, for any Third Party Costs invoiced to the Recipient. The Provider will maintain the records in accordance with its then-current record retention policies. At reasonable intervals during the term of this Agreement and for two years thereafter, the Recipient personnel will, upon no less than five business days’ prior notice, or, if critical, upon reasonable shorter notice under the circumstances, have access to the records for the purpose of verifying the invoices submitted to the Recipient hereunder. The costs of all such audits will be borne by the Recipient. The confidentiality provisions in Section 8 of this Agreement will govern all audits by the Recipient.

Consideration for Services. (a) The Recipient shall pay to the Provider the fees for each Service (or category of Services, as applicable) as set forth on the applicable TSA Schedule (including, for the avoidance of doubt, as adjusted in connection with any extension pursuant to Section 9(a)) (collectively, the “Service Charges,” and each, a “Service Charge”). During the Initial Transition Period, the amount of a Service Term Charge for any Service (or category of any ServiceServices, as applicable) shall not increase, except to the extent such costs and amounts increase for, in the case Emerson is the Provider, the Emerson Business, and, in the case Newco is the Provider, the Echo Business, using the same service at the same location or changes in actual compensation and benefits costs. Where Service Charges are calculated on a per headcount basis, the Provider will charge understands and agrees that headcount may fluctuate in the ordinary course of business; provided that, if the Recipient provides updates to the monthly applicable headcount no later than five (5) days before any calendar month of the Transition Period, the Provider shall adjust the applicable Service Charges effective as of such calendar month. The Recipient will be charged for the then-current headcount for the invoiced period. Actual, documented out- of-pocket costs paid to any third-party provider that is providing goods or services used by the Provider in providing the Services (e.g., license costs for software) will be an incremental cost to the Recipient in addition to the Service Charges, and will be charged to the Recipient at the actual third-party cost (b) The Provider shall deliver invoices to the Recipient on a monthly basis reflecting charges for the preceding month. the Provider agrees to afford the Recipient, upon reasonable notice, access to such information, records and documentation of providing such Service, the Provider as reflected on the applicable Schedule (the “Base Cost”), plus all reasonable Recipient may reasonably request in order to verify any invoices and charges for Services hereunder or additional out-of-pocket fees and expenses paid to third parties costs as set forth in connection with the performance of such Service, including any costs for which the Provider is entitled to reimbursement pursuant to Section 1(e) (“Third Party Costs”2(a). The amount charged to the Recipient for any Service during any Extension Service Term of such Service will be determined in accordance with Section 1(g) above. (b) The monthly Base Cost for any Service will be due and payable in arrears within 60 days after the end of the month for which such Service was provided. (c) The Provider will provide Recipient shall pay the Recipient with monthly invoices reflecting any Third Party Costs paid amount (other than amounts it disputes in good faith) of such invoice in U.S. dollars by wire transfer to the Provider for any Service during any month. Invoices will be sent in a format and containing a level of detail reasonably sufficient for the Recipient to determine the accuracy of the computation of the amount charged and that such amount is being calculated in a manner consistent with this Agreement. Reasonable documentation will be provided for all Third Party Costs consistent with the Provider’s practices. All amounts invoiced by Provider under this Section 2(cwithin thirty (30) will be due and payable within 60 days of the date of invoice. Upon receipt of such invoice to the account specified by the Provider and payment of the disputed amount (if and to the extent required) shall be made promptly after resolution of such dispute in accordance with this Section 2(c); provided that, at the Provider’s option, with respect to Services rendered outside the United States, payments may be required to be made in local currency, subject to the Recipient’s reasonable requestconsent (not to be unreasonably withheld). If the Recipient fails to pay such amount by such date, the Recipient shall be obligated to pay to the Provider, in addition to the amount due, interest at the prime rate as published in The Wall Street Journal, Eastern Edition in effect on such date, compounded monthly, accruing from the date the payment was due through the date of actual payment. If the Recipient disputes in good faith the amount reflected on any invoice, the Recipient shall promptly, but in any event within sixty (60) days of the date of receipt of such invoice, specify in writing the portion that it disputes and the basis for that dispute. If the Recipient has disputed an amount in connection with the payment of an invoice in accordance with the foregoing, or if the Recipient provides written notice to the Provider will provide explanationschallenging whether the Service Charges set forth on an invoice rendered by the Provider pursuant to Section 2(b) accurately reflect the Services provided hereunder within sixty (60) days of the receipt of such invoice, answer questions then, in either case, the Parties shall comply with the following process: (i) the appropriate representatives from the finance divisions of the Parties shall promptly meet to review and provide additional documentation regarding invoiced amountsattempt to resolve the matter; (ii) if the matter is still not resolved, then the Service Coordinators (as defined below) of the Parties shall meet and shall use reasonable efforts to resolve the dispute; and (iii) if the matter is still not resolved within ten (10) days of referral to the Service Coordinator, then the Parties shall undertake the procedures set forth in Section 18(b) hereof. (d) Unless Except as set forth in Section 2(c), the Recipient shall pay the full amount of the Service Charges and shall not set-off, counterclaim or otherwise specifically agreed in writing by withhold any amount owed to the parties hereto, all payments due Provider under this Section 2 will be made by wire transfer Agreement on account of immediately available funds in accordance with wire transfer instructions delivered any obligation owed by the Provider to the Recipient that has not been finally adjudicated, settled or otherwise agreed upon by the Parties in writing from time to timewriting. (e) All amounts to be paid to the Provider under this Agreement are exclusive of any and all sales, use, excise, services or similar taxes imposed on the provision of goods and services by the Provider or its Representatives to the Recipient pursuant to this Agreement (“Sales Taxes”). In addition Incremental to any amounts otherwise payable pursuant to other payments, fees or charges in this Agreement, the Recipient will be responsible for shall pay any and all Sales Taxes and will either (i) remit such Sales Taxes to the Provider (and the Provider will remit the amounts so received to the applicable taxing authority) imposed on, or (ii) provide the Provider payable with a certificate or other proofrespect to, reasonably acceptable to the Provider, evidencing an exemption from liability for such Sales Taxes. For the avoidance of doubt, all amounts under this Agreement are expressed exclusive of Sales Taxes. The parties agree to cooperate with each other in determining the extent to which any Sales Tax is due and owing under the circumstances, and will provide and make available to each other any resale certificate, information regarding out of state use of materials, services or sale, and other exemption certificates or information reasonably requested by either party. The parties further agree to work together to structure the provision of the Services to eliminate or minimize Services, including all applicable Sales sales, use, value added and similar Taxes, including but not limited to, itemizing excluding Taxes based on any invoices each Service provided to the RecipientProvider’s net income or assets. (f) After All amounts payable under this Agreement shall be paid free and clear of all deductions or withholdings unless the Contribution Closing (as defined in deduction or withholding is required by Applicable Law. If deduction or withholding is required by Applicable Law on the Separation Agreement), except as otherwise specified in payment of any amount under this Agreement, each party hereto will pay its own legalthe amount of the payment due from the Party required to make such payment shall be increased to an amount which, accountingafter any withholding or deduction, out-of-pocket and other expenses incident to this Agreement and to any action taken by such party in carrying this Agreement into effect. (g) All late payments due under this Agreement will bear interest at a rate leaves an amount equal to the annualized interest rate at prime payment which would have been due if no such deduction or withholding were required. The Recipient shall withhold (as published in the Wall Street Journal from time or cause to timebe withheld) plus one-and-a-half percentage pointssuch taxes, from the invoice due date levies or charges and pay (or cause to be paid) such withheld amounts over to the date of payment. If the Recipient disputes any portion of any Third Party Costs for which the Provider has invoiced Recipient, the Recipient must notify the Provider in writing of the nature and the basis of the dispute within 90 days after the date of the applicable invoice, after which time the Recipient will be deemed to have waived any rights to dispute such amount. (h) The Provider will keep reasonably detailed records, consistent with past practice, for any Third Party Costs invoiced to the Recipient. The Provider will maintain the records in accordance with its then-current record retention policies. At reasonable intervals during the term of this Agreement and for two years thereafter, the Recipient personnel will, upon no less than five business days’ prior notice, or, if critical, upon reasonable shorter notice under the circumstances, have access to the records for the purpose of verifying the invoices submitted to the Recipient hereunder. The costs of all such audits will be borne by the Recipient. The confidentiality provisions in Section 8 of this Agreement will govern all audits by the Recipient.taxing

Consideration for Services. (a) During The Recipient of Services shall pay to Provider of such Services the Initial Service Term fee for such Services (or category of any ServiceServices, as applicable) as provided in the Provider will charge writing describing the Recipient Services delivered concurrently herewith, which fee shall be no less than the monthly actual cost to the Provider of providing such ServiceServices plus a reasonable margin (each such fee constituting a “Service Charge”) as set forth in the writing describing the Services delivered concurrently herewith. During the term of this Agreement, the amount of a Service Charge for any Service (or category of Services, as reflected applicable) shall not increase, except to the extent such costs and amounts increase for other Emerson businesses (if Provider is Emerson or an Affiliate of Emerson) or Vertiv businesses (if Provider is Vertiv or an Affiliate of Vertiv) using the same service at the same location or changes in actual compensation and benefits costs. Out-of-pocket costs paid to any third-party provider that is providing goods or services used by Provider in providing the Services (e.g., license costs for software) will be, and will be charged to Recipient at the actual third-party cost or amount of Taxes so imposed. (b) Provider shall deliver invoices to Recipient on the applicable Schedule a monthly basis. Provider agrees to afford Recipient, upon reasonable notice not to be less than two (the “Base Cost”)2) business days, plus all reasonable access to such information, records and documentation of Provider as Recipient may reasonably request in order to verify any invoices and charges for Services hereunder or additional out-of-pocket fees and expenses paid to third parties costs as set forth in connection with the performance of such Service, including any costs for which the Provider is entitled to reimbursement pursuant to Section 1(e) (“Third Party Costs”2(a). The amount charged to the Recipient for any Service during any Extension Service Term of such Service will be determined in accordance with Section 1(g) above. (b) The monthly Base Cost for any Service will be due and payable in arrears within 60 days after the end of the month for which such Service was provided. (c) The Recipient shall pay the undisputed amounts of such invoice by wire transfer to Provider will provide the Recipient with monthly invoices reflecting any Third Party Costs paid by the Provider for any Service during any month. Invoices will be sent in a format and containing a level of detail reasonably sufficient for the Recipient to determine the accuracy of the computation of the amount charged and that such amount is being calculated in a manner consistent with this Agreement. Reasonable documentation will be provided for all Third Party Costs consistent with the Provider’s practices. All amounts invoiced by Provider under this Section 2(cwithin thirty (30) will be due and payable within 60 days of the date of invoicereceipt of such invoice to the account specified by Provider; provided that, at Provider’s sole option, with respect to Services rendered outside the United States, payments may be required to be made in local currency. Upon If Recipient fails to pay such amount by such date, Recipient shall be obligated to pay to Provider, in addition to the Recipient’s reasonable requestamount due, interest at the Provider will provide explanationsrate of the then prevailing 30-day LIBOR plus 5%, answer questions and provide additional documentation regarding invoiced amountscompounded monthly, accruing from the date the payment was due through the date of actual payment. (d) Unless Recipient shall pay the full undisputed amounts of the Service Charges and shall not set-off, counterclaim or otherwise specifically agreed in writing by the parties hereto, all payments due under this Section 2 will be made by wire transfer of immediately available funds in accordance with wire transfer instructions delivered by the Provider withhold such amounts owed to the Recipient in writing from time to time. (e) All amounts to be paid to the Provider under this Agreement are exclusive Agreement. If Recipient disputes, in good faith, any portion of any and all salesProvider’s invoice, use, excise, services or similar taxes imposed on Recipient shall provide written notice (the provision of goods and services by the Provider or its Representatives “Dispute Notice”) to the Recipient pursuant to this Agreement (“Sales Taxes”). In addition to any amounts otherwise payable pursuant to this Agreement, the Recipient will be responsible for any and all Sales Taxes and will either (i) remit such Sales Taxes to the Provider (and the Provider will remit the amounts so received to the applicable taxing authority) or (ii) provide the Provider with a certificate or other proof, reasonably acceptable to the Provider, evidencing an exemption from liability for such Sales Taxes. For the avoidance of doubt, all amounts under this Agreement are expressed exclusive of Sales Taxes. The parties agree to cooperate with each other in determining the extent to which any Sales Tax is due and owing under the circumstances, and will provide and make available to each other any resale certificate, information regarding out of state use of materials, services or sale, and other exemption certificates or information reasonably requested by either party. The parties further agree to work together to structure the provision of the Services to eliminate or minimize applicable Sales Taxes, including but not limited to, itemizing on any invoices each Service provided to the Recipient. (f) After the Contribution Closing ’s Representative (as defined in the Separation Agreement), except as otherwise specified in this Agreement, each party hereto will pay its own legal, accounting, out-of-pocket and other expenses incident to this Agreement and to any action taken by below) of such party in carrying this Agreement into effect. (g) All late payments due under this Agreement will bear interest at a rate equal to the annualized interest rate at prime (as published in the Wall Street Journal from time to time) plus one-and-a-half percentage points, from the invoice due date to the date of payment. If the Recipient disputes any portion of any Third Party Costs for which the Provider has invoiced Recipient, the Recipient must notify the Provider in writing of disputed amount setting forth the nature and basis therefor in reasonable detail and, to the basis extent available, with supporting documentation. All claims with respect to disputed amounts must be submitted to Provider within ten (10) Business Days of the dispute within 90 days after the date receipt of the applicable invoice, after which time the Recipient will be deemed to have waived any rights to dispute such amount. (h) The Provider will keep reasonably detailed records, consistent with past practice, for any Third Party Costs invoiced to the Recipient. The Provider will maintain the records in accordance with its then-current record retention policies. At reasonable intervals during the term of this Agreement and for two years thereafterThereafter, the Recipient personnel willparties’ respective Representatives will use commercially reasonable efforts to resolve any and all disputed amounts, upon no less than five business days’ prior noticeincluding without limitation the payment terms thereof, orwithin a 30-day period following the date of receipt of the Dispute Notice. If the parties fail to resolve the dispute within such 30-day period, if criticaltheir Representatives will agree on a national accounting firm to resolve the dispute, upon reasonable shorter notice under which resolution shall be final and binding on the circumstances, have access to the records for the purpose of verifying the invoices submitted to the Recipient hereunder. The costs of all such audits will be borne by the Recipient. The confidentiality provisions in Section 8 of this Agreement will govern all audits by the Recipientparties.

Consideration for Services. (a) During As consideration for the Initial Service Term provision of any Servicethe Services by the Consultant, the Provider will charge Company and the Recipient the monthly cost Consultant agree to the Provider of providing such Service, as reflected on the applicable compensation set out in Schedule (the “Base Cost”), plus all reasonable out-of-pocket fees and expenses paid to third parties in connection with the performance of such Service, including any costs for which the Provider is entitled to reimbursement pursuant to Section 1(e) (“Third Party Costs”). The amount charged to the Recipient for any Service during any Extension Service Term of such Service will be determined in accordance with Section 1(g) aboveB attached hereto. (b) The monthly Base Cost for any Service will be due and payable Consultant may incur expenses in arrears within 60 days after the end name of the month Company, provided such expenses relate solely to the carrying out of the Services pursuant to this Agreement. The Consultant will immediately forward all invoices for which expenses incurred on behalf of the Company and the Company agrees to pay said invoices within 30 days of receipt. Any expenses of $500 or greater incurred by the Consultant in connection with the carrying out of the Consultant’s duties pursuant to this Agreement must be approved by the Company in writing prior to the incurring of such Service was providedexpenses by the Consultant. (c) The Provider Company will provide issue 6,000,000 common share purchase warrants (each, a “Bevcanna Warrant”) to the Recipient Consultant on the Effective Date. Without any impact whatsoever because of any termination in accordance with monthly invoices reflecting any Third Party Costs paid by the Provider for any Service during any month. Invoices Section 4, each Bevcanna Warrant will be sent exercisable into one fully‐paid and non‐assessable common share in a format and containing a level of detail reasonably sufficient for the Recipient to determine the accuracy capital of the computation Company (each, a “Bevcanna Warrant Share”) at an exercise price of $0.25 per Bevcanna Warrant Share, subject to the amount charged vesting provisions and that such amount is being calculated other terms and conditions set out in a manner consistent with this Agreement. Reasonable documentation will be provided for all Third Party Costs consistent with the Provider’s practices. All amounts invoiced by Provider under this Section 2(c) will be due and payable within 60 days of certificate representing the date of invoice. Upon the Recipient’s reasonable requestBevcanna Warrants, the Provider will provide explanations, answer questions and provide additional documentation regarding invoiced amounts.form of which is attached hereto at Appendix 1 to Schedule B. (d) Unless otherwise specifically agreed in writing by The Company will issue 2,000,000 common share purchase warrants (each, a “Facility Warrant” and together with the parties heretoBevcanna Warrants, all payments due under this Section 2 will be made by wire transfer the “Warrants”) to the Consultant on the Effective Date. Without any impact whatsoever because of immediately available funds any termination in accordance with wire transfer instructions delivered by Section 4, each Facility Warrant will be exercisable into one fully‐paid and non‐assessable common share in the Provider capital of the Company (each, a “Facility Warrant Share” and together with the Bevcanna Warrant Shares, the “Warrant Shares”) at an exercise price of $0.25 per Facility Warrant Share, subject to the Recipient vesting provisions and other terms and conditions set out in writing from time the certificate representing the Facility Warrants, the form of which is attached hereto at Appendix 2 to time.Schedule B. (e) All amounts The Consultant acknowledges that any Warrants to be paid issued to the Provider Consultant and any Warrant Shares issuable on exercise of such Warrants will be subject to such hold periods as are required under this Agreement are exclusive of any and all salesapplicable securities laws, useand, exciseas a result, services may not be sold, transferred or similar taxes imposed on the provision of goods and services by the Provider or its Representatives to the Recipient otherwise disposed of, except pursuant to this Agreement (“Sales Taxes”). In addition to any amounts otherwise payable an effective registration statement or prospectus, or pursuant to this Agreementan exemption from, or in a transaction not subject to, the Recipient will be responsible for any and all Sales Taxes and will either (i) remit such Sales Taxes to the Provider (and the Provider will remit the amounts so received to the registration or prospectus requirements of applicable taxing authority) or (ii) provide the Provider with a certificate or other proof, reasonably acceptable to the Provider, evidencing an exemption from liability for such Sales Taxes. For the avoidance of doubt, all amounts under this Agreement are expressed exclusive of Sales Taxes. The parties agree to cooperate with each other in determining the extent to which any Sales Tax is due and owing under the circumstancessecurities laws, and will provide and make available to in each other any resale certificate, information regarding out of state use of materials, services or sale, and other exemption certificates or information reasonably requested by either party. The parties further agree to work together to structure the provision of the Services to eliminate or minimize case only in accordance with all applicable Sales Taxes, including but not limited to, itemizing on any invoices each Service provided to the Recipientsecurities laws. (f) After The Consultant acknowledges that the Contribution Closing (Company has advised it that any Warrants, and any Warrant Shares issued on exercise thereof, issued by the Company to the Consultant are being issued under exemptions from the registration, prospectus and other requirements of applicable securities laws and, as defined in a consequence, certain protections, rights and remedies provided by applicable securities laws, including statutory rights of rescission or damages, may not be available to the Separation Agreement), except as otherwise specified in Consultant. To evidence its eligibility for such exemptions and its intent to be bound by the terms of this Agreement, each party the Consultant agrees to deliver a fully completed and executed investor certificate in the form set out at Schedule “C” hereto (the “Certificate”) to the Company prior to the Closing, and agrees that the representations and warranties set out in the Certificate as executed by the Consultant will pay its own legal, accounting, out-of-pocket be true and other expenses incident to this Agreement complete as at the Effective Date and to any action taken by such party in carrying this Agreement into effecton the Closing. (g) All late payments due The Parties will co‐operate in the preparation of any application for any required governmental authorization and any other orders, registrations, consents, filings, rulings, exemptions, no‐ action letters and approvals, and in the preparation of any documents, reasonably deemed by any of the Parties to be necessary to discharge its respective obligations under this Agreement will bear interest at a rate equal to the annualized interest rate at prime (as published in the Wall Street Journal from time to time) plus one-and-a-half percentage points, from the invoice due date to the date of payment. If the Recipient disputes any portion of any Third Party Costs for which the Provider has invoiced Recipient, the Recipient must notify the Provider in writing of the nature and the basis of the dispute within 90 days after the date of the or otherwise advisable under applicable invoice, after which time the Recipient will be deemed to have waived any rights to dispute such amountlaws. (h) The Provider will keep reasonably detailed records, consistent with past practice, for any Third Party Costs invoiced to the Recipient. The Provider will maintain the records in accordance with its then-current record retention policies. At reasonable intervals during the term of this Agreement and for two years thereafter, the Recipient personnel will, upon no less than five business days’ prior notice, or, if critical, upon reasonable shorter notice under the circumstances, have access to the records for the purpose of verifying the invoices submitted to the Recipient hereunder. The costs of all such audits will be borne by the Recipient. The confidentiality provisions in Section 8 of this Agreement will govern all audits by the Recipient.