Common use of General Provisions Clause in Contracts

General Provisions. 5.1 Each of the Parties confirms that it has received independent legal advice relating to all matters provided for in this Agreement and agrees that the provisions of this Agreement are fair and reasonable. 5.2 Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 This Agreement shall be binding on and inure for the benefit of the successors of each of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (without the prior written consent of the other Parties). 5.4 This Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other Parties. 5.5 Any waiver of any right or default under this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision of this Agreement will be effective unless it is granted in writing and signed by the Party granting the waiver and with the prior written consent of the Company. Any delay by any Party in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy). 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

General Provisions. 5.1 Each 18.1 Consultant shall not delegate, transfer, subcontract or assign its duties or rights hereunder, either in whole or in part, without City’s prior written consent, and any attempt to do so shall be void and of no effect. City shall not be obligated or liable under this Agreement to any party other than Consultant. 18.2 In the performance of this Agreement, Consultant shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, creed, religion, sex, marital status, sexual orientation, national origin, ancestry, age, physical or mental disability, medical condition or any other unlawful basis. 18.3 The captions appearing at the commencement of the Parties confirms that sections hereof, and in any paragraph thereof, are descriptive only and for convenience in reference to this Agreement. Should there be any conflict between such heading, and the section or paragraph thereof at the head of which it has received independent legal advice relating appears, the section or paragraph thereof, as the case may be, and not such heading, shall control and govern in the construction of this Agreement. Masculine or feminine pronouns shall be substituted for the neuter form and vice versa, and the plural shall be substituted for the singular form and vice versa, in any place or places herein in which the context requires such substitution(s). 18.4 The waiver by City or Consultant of any breach of any term, covenant or condition herein contained shall not be deemed to all matters provided for in this Agreement and agrees that be a waiver of such term, covenant or condition or of any subsequent breach of the provisions same or any other term, covenant or condition herein contained. No term, covenant or condition of this Agreement are fair and reasonableshall be deemed to have been waived by City or Consultant unless in writing. 5.2 Any 18.5 Consultant shall not be liable for any failure to perform if Consultant presents acceptable evidence, in City’s sole judgment that such failure was due to causes beyond the control and without the fault or negligence of Consultant. 18.6 Each right, power and remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise shall be cumulative and shall be in addition to every other right, power, or remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise. The exercise, the commencement of the exercise, or the forbearance of the exercise by any party of any one or more of such rights, powers or remedies shall not preclude the simultaneous or later exercise by such party of any of all of such other rights, powers or remedies. In the event legal action shall be necessary to enforce any term, covenant or condition herein contained, the party prevailing in such action, whether reduced to judgment or not, shall be entitled to its reasonable and actual court costs, including accountants’ fees, if any, and attorneys’ fees expended in such action. The venue for any litigation shall be Los Angeles County, California. 18.7 If any term or provision of this Agreement which is or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable in any jurisdiction shallunenforceable, as then such term or provision shall be amended to, and solely to, the extent necessary to that jurisdiction, be ineffective to the sole extent of cure such invalidity or unenforceability without rendering invalid or unenforceable unenforceability, and shall be enforceable in its amended form. In such event, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and be enforced to the remaining terms fullest extent permitted by law. 18.8 This Agreement shall be governed and construed in accordance with the laws of the State of California. 18.9 All documents referenced as exhibits in this Agreement are hereby incorporated into this Agreement. In the event of any material discrepancy between the express provisions of this Agreement in and the provisions of any jurisdiction anddocument incorporated herein by reference, if any provision the provisions of this Agreement is so broad as shall prevail. This instrument contains the entire Agreement between City and Consultant with respect to be unenforceable, such provision shall be interpreted to be only so broad as is enforceablethe transactions contemplated herein. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement other prior oral or any part hereof is invalid, illegal or unenforceable. 5.3 This Agreement shall be written agreements are binding on and inure for the benefit of the successors of each of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (without the prior written consent of the other Parties). 5.4 This Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one parties. Amendments hereto or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other Parties. 5.5 Any waiver of any right or default under this Agreement deviations herefrom shall be effective and binding only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision of this Agreement will be effective unless it is granted if made in writing and signed executed by City and Consultant. 18.10 This Agreement is further subject to the Party granting the waiver and with the prior written consent provisions of Article 1.5 (commencing at Section 20104) of Division 2, Part 3 of the Company. Any delay by any Party in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver Public Contract Code regarding the resolution of the right or remedy (or a waiver public works claims of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy)less than $375,000. 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

General Provisions. 5.1 Each 5.01 Except as provided in paragraph 5.11, there shall be no right of set-off, mitigation or counterclaim in respect of any claim, debt or obligation, against any payments to the Executive, his dependents, beneficiaries or estate provided for in this Agreement. 5.02 The Company and the Executive recognize that each party will have no adequate remedy at law for breach by the other of any of the Parties confirms agreements contained herein and, in the event of any such breach, the Company and the Executive hereby agree and consent that it the other shall be entitled to a decree of specific performance, mandamus, injunction or other appropriate remedy to enforce performance of such agreements. 5.03 No right or interest in any payments under this Agreement shall be assignable by the Executive; provided, however, that this provision shall not preclude the legal representative of his estate from assigning any right hereunder to the person or persons entitled thereto under his will or, in the case of intestacy, to the person or persons entitled thereto under the laws of intestacy applicable to his estate. 5.04 No right, benefit or interest hereunder shall be subject to anticipation, alienation, sale, assignment, encumbrance, charge, pledge, hypothecation, or set-off in respect of any claim, debt or obligation, or to execution, attachment, levy or similar process, or assignment by operation of law, except as provided in paragraph 5.03. Any attempt, voluntary or involuntary, to effect any action specified in the immediately preceding sentence shall, to the full extent permitted by law, be null, void and of no effect. 5.05 In the event of the Executive’s death or a judicial determination of his incompetence, reference in this Agreement to the Executive shall be deemed, where appropriate, to his beneficiary or beneficiaries. This Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. 5.06 The titles to sections in this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the title of any section. 5.07 No provision of this Agreement may be amended, modified or waived unless such amendment, modification or waiver shall be authorized by the Board or any authorized committee of the Board and shall be agreed to in writing, signed by the Executive and by an officer of the Company thereunto duly authorized. 5.08 Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. 5.09 In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, the remaining provisions and portions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law. 5.10 This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS IN XXXXXX COUNTY, TEXAS FOR THE PURPOSES OF ANY PROCEEDING ARISING OUT OF THIS AGREEMENT. 5.11 If the Executive is entitled to severance payments or severance benefits pursuant to an individual employment agreement or change of control agreement with the Company, the parties hereto intend for there not to be a duplication of such payments or benefits with any severance payments or severance benefits to which the Executive may be entitled to receive under this Agreement and the payments and benefits under such other agreement shall reduce or offset any similar payment or benefit to which the Executive is entitled to receive under this Agreement and which has received independent legal advice relating not yet been paid or provided. 5.12 The Executive shall not be required to all matters mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise. 5.13 Nothing in this Agreement shall limit or otherwise adversely effect such rights as the Executive may have under the terms of any equity award, employee benefit plan, incentive compensation arrangement or other agreement with the Company or any of its affiliates. 5.14 The Company shall withhold from all payments and agrees benefits provided under this Agreement all taxes required to be withheld by the Company by applicable law. 5.15 For purposes of this Agreement, “employment with the Company” shall include any employment of the Executive with a parent, subsidiary or affiliate of the Company. 5.16 It is the intent of the parties that payments under this Agreement constitute separation pay and comply with the requirements of Section 409A of the Internal Revenue Code so that the provisions of this Agreement are fair and reasonable. 5.2 Any term or provision of this Agreement which Executive is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective not subject to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable additional tax provided under said section. The parties agree that the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted and modified as necessary to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 This Agreement shall be binding on and inure for the benefit of the successors of each of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (without the prior written consent of the other Parties). 5.4 This Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, comply with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other Parties. 5.5 Any waiver of any right or default under this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision of this Agreement will be effective unless it is granted in writing and signed by the Party granting the waiver and with the prior written consent of the Company. Any delay by any Party in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy). 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.Section 409A.

General Provisions. 5.1 Each 3.1 The representations and warranties made by the Shareholder in this Voting Agreement shall not survive any termination of the Parties confirms that it has received independent legal advice relating Investment Agreement or this Voting Agreement. 3.2 Notwithstanding any other provision of this Voting Agreement, nothing herein shall be interpreted as a limitation or prohibition on the Shareholder’s right to all matters provided for deal with, sell, transfer or assign its Common Shares from time to time and in this Agreement and agrees that the its sole discretion. 3.3 The provisions of this Agreement are fair and reasonable. 5.2 Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 This Voting Agreement shall be binding on upon and inure for to the benefit of the parties hereto and their respective successors of each and permitted assigns. Neither this Voting Agreement nor any of the Partiesrights, but the Parties interest or obligations hereunder may not assign, grant be assigned by any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (party without the prior written consent of the other Parties)party hereto. 5.4 3.4 This Agreement shall be governed by and construed in accordance with the laws of the Province of Manitoba and the parties irrevocably attorn to the jurisdiction of the courts of the Province of Manitoba. 3.5 The parties hereto agree that irreparable damage would occur in the event that any provision of this Voting Agreement is not performed in accordance with its specific terms or is otherwise breached. 3.6 If any term or other provision of this Voting Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Voting Agreement shall nevertheless remain in full force and effect. 3.7 No failure or delay by any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or on exercise of any other right, power or privilege. None of the parties hereto shall be deemed to have waived any claim available to such party arising out of this Voting Agreement, or any right, power or privilege hereunder, unless the waiver is expressly set forth in writing duly executed and delivered on behalf of such waiving party. 3.8 This Voting Agreement may be executed in counterparts (including by facsimile one or electronically transmitted signature pages)more counterparts, each of which when executed shall be deemed to be an original, with the same effect as if the signatures thereto original and hereto were upon all of which taken together shall constitute one and the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other Parties. 5.5 Any waiver of any right or default under this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision of this Agreement will be effective unless it is granted in writing and signed by the Party granting the waiver and with the prior written consent of the Company. Any delay by any Party in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy). 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

General Provisions. 5.1 Each The Company may withhold from any payment due hereunder any taxes that are required to be withheld under any law, rule or regulation. The parties agree that this Agreement is intended to comply with the requirements of Section 409A of the Parties confirms Internal Revenue Code of 1986, as amended (the “Code”) and the regulations promulgated thereunder (“Section 409A”) or an exemption from Section 409A. In the event that after execution of this Agreement either party makes a determination inconsistent with the preceding sentence, it has received independent legal advice relating shall promptly notify the other party of the basis for its determination. The parties agree to all matters provided for renegotiate in good faith the terms of this Agreement if you determine that this Agreement as structured would have adverse tax consequences to you. Notwithstanding anything in this Agreement to the contrary, if you are a “specified employee” as described in Section 409A and agrees the Treasury Regulations thereunder, and any amount to which you would otherwise be entitled during the first six months following your separation of service that constitutes nonqualified deferred compensation within the provisions meaning of Section 409A and that is therefore not exempt from Section 409A as involuntary separation pay or a short-term deferral, will be accumulated and paid (without interest) on the first business day of the seventh month following the date of your separation from service. For purposes of this Agreement are fair and reasonable. 5.2 Any term Agreement, each amount to be paid or provision benefit to be provided hereunder shall be construed as a separate identified payment for purposes of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Section 409A. This Agreement is so broad as personal to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, you and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 This Agreement shall be binding on and inure for the benefit of the successors of each of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (without the prior written consent of the other Parties). 5.4 Company shall not be assignable by you otherwise than by will or the laws of descent and distribution. The Company may assign this Agreement to any of its affiliates at any time, provided that the Company shall remain jointly liable for the obligations of any assignee hereunder. This Agreement shall inure to the benefit of and be enforceable by your legal representatives. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. This Agreement may not be amended or modified otherwise than by a written agreement executed in counterparts (including by facsimile the parties hereto or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto their respective successors and hereto were upon the same instrument, and shall become effective when one legal representatives. The invalidity or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other Parties. 5.5 Any waiver of any right or default under this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver unenforceability of any provision of this Agreement will shall not affect the validity or enforceability of any other provision of this Agreement. It is the parties’ intention that this Agreement not be construed more strictly with regard to you or the Company. Upon becoming effective unless it is granted in writing and signed by on the Party granting the waiver and Start Date, this Agreement shall supersede any other employment or severance agreement or arrangements or similar rights you may have with the prior written consent Company, Genlyte or any of their affiliates (and you shall not be eligible for severance benefits under any other plan, program or policy of the Company). Any delay by any Party Certain capitalized terms used herein have the meanings set forth in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy). 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties Schedule hereto.

General Provisions. 5.1 Each (a) Any notices to be given hereunder by either party to the other shall be in writing and may be transmitted by personal delivery or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the address appearing in the introductory section of this Agreement, but each party may change that address by written notice in accordance with this section. Notice delivered personally shall be deemed communicated as of the Parties confirms date of actual receipt; mailed notices shall be deemed communicated two days after the date of mailing. (b) This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the engagement of the Officer by the Company, and contains all of the covenants and agreements between the parties with respect to that it has received independent legal advice relating engagement in any manner whatsoever. Each party to all matters provided for this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding on either party. (c) The parties hereto agree and agrees warrant to use best efforts, due diligence, and to maintain full disclosure of all matters of the business and conduct of the parties in respect to this Agreement. (d) The parties hereunto agree and acknowledge that they have each sought separate counsel because the provisions effects of this Agreement are fair material to their fortunes, and reasonable. 5.2 Any term or provision the consequences of this Agreement which is invalid or unenforceable in any jurisdiction shallare onerous, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms far reaching and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceableengage serious obligations. 5.3 This Agreement shall be binding on and inure for the benefit of the successors of each of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (without the prior written consent of the other Parties). 5.4 This Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwisee) to the other Parties. 5.5 Any waiver of any right or default under this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision modification of this Agreement will be effective unless only if it is granted in writing and signed by the Party granting the waiver and party to be bound thereby. (f) The failure of either party to insist on strict compliance with the prior written consent any of the Company. Any delay by any Party in exercisingterms, covenants, or failure to exerciseconditions of this Agreement by other party shall not be deemed a waiver of that term, covenant or condition, nor shall any waiver or relinquishment of any right or remedy under power at any one time or times be deemed a waiver or relinquishment of that right to power for all or any other times. (g) If any provision to this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall not constitute a waiver of the right nevertheless continue in full force without being impaired or remedy (or a waiver of invalidated in any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy)way. 5.6 (h) This Agreement shall be governed by and construed in accordance with the laws and courts of the Province of British Columbia. (i) The parties hereto agree to execute and to cause to be effected such additional documents or matters as shall be required to fully and effectually achieve the intent hereof and to achieve matters collateral hereto including, but not be amendedlimited to necessary corporate resolutions, changed necessary regulatory filings, specific management agreements, or modified, except by another agreement in writing executed by such other matters required between the Parties heretoparties that are necessary to effect the intent of this Agreement and matters collateral.

General Provisions. 5.1 Each of the Parties confirms that it has received independent legal advice relating to 7.1 Unless otherwise defined, all matters provided for initially capitalized terms in this Agreement and agrees that the provisions of this Agreement are fair and reasonable. 5.2 Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 This Forbearance Agreement shall be binding as defined in the Agreement. The Agreement and this Forbearance Agreement shall be and remain in full force and effect in accordance with its respective terms and hereby is ratified and confirmed in all respects. The execution, delivery, and performance of this Forbearance Agreement shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Secured Parties under the Agreement, as in effect prior to the date hereof. Each Loan Party ratifies and reaffirms the continuing effectiveness of all agreements entered into in connection with the Agreement. No course of dealing on the part of Secured Parties or its officers, nor any failure or delay in the exercise of any right by Secured Parties, shall operate as a waiver thereof, and inure for any single or partial exercise of any such right shall not preclude any later exercise of any such right. Secured Parties’ failure at any time to require strict performance by Loan Party s of any provision shall not affect any right of Secured Parties thereafter to demand strict compliance and performance. Each Loan Party hereby acknowledges that the benefit Obligations due and owing to Secured Parties are without setoff, recoupment, defense or counterclaim, in law or in equity, of any nature or kind. All security interests granted to Collateral Trustee by a Loan Party under any Loan Document are hereby reaffirmed by such Loan Party. Except as expressly set forth herein, the terms of the successors of each of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (without the prior written consent of the other Parties)Loan Documents remain in effect. 5.4 7.2 This Forbearance Agreement and the Loan Documents represent the entire agreement with respect to this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Forbearance Agreement and the Loan Documents merge into this Forbearance Agreement and the Loan Documents. 7.3 This Forbearance Agreement may be executed in counterparts (including by facsimile two or electronically transmitted signature pages)more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. 7.4 This Forbearance Agreement shall constitute a Loan Document. Accordingly, the provisions of Section 11 of the Agreement shall likewise apply to this Forbearance Agreement. 7.5 Each of Schedule 1 (Specified Defaults) and Schedule 2 (Forbearance Terms) may be modified with the same effect as if approval of the signatures thereto Required Lenders and hereto were upon the same instrumentAdministrative Agent in their sole and absolute discretion, and shall become effective when one agreed to by the Loan Parties, by attaching hereto a modified Schedule 1 or more counterparts have been signed Schedule 2, as applicable, duly executed by each of the Parties and delivered (by telecopy or otherwise) to parties hereto, which modified schedules shall indicate the other Parties. 5.5 effective date of such modification. Any waiver of any right or default under this Agreement such modification shall be effective only from the effective date indicated in the instance given such modified schedule, and any such modification in any instance, shall not operate as establish any course of dealing or imply a waiver of obligate Lenders or Administrative Agent to agree to any other or similar right or default on any subsequent occasion. No waiver of any provision of this Agreement will be effective unless it is granted in writing and signed by the Party granting the waiver and with the prior written consent of the Company. Any delay by any Party in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy)future modification thereof. 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

General Provisions. 5.1 Each of the Parties confirms that it has received independent legal advice relating to all matters provided for (a) Nothing in this Agreement is intended to create a contract of employment between Executive and agrees that the provisions Company or any of its subsidiaries, or to interfere in any way with the right of the Company or any of its subsidiaries to terminate Executive’s employment at any time. (b) All payments made pursuant to this Agreement will be subject to applicable withholding requirements. (c) No payments made pursuant to this Agreement will be treated as compensation for purposes of calculating Executive’s benefits, if any, under any retirement/pension plan maintained by the Company and/or any of its subsidiaries or any of its or their successors. (d) This Agreement will be governed by and construed in accordance with the laws of the State of Delaware without regard to its conflict of laws provisions. (e) No amendment or modification of this Agreement are fair may be made except by a written instrument signed by the Company and reasonableExecutive. 5.2 Any term (f) All disputes arising under or provision of related to this Agreement which will be resolved by arbitration. Such arbitration will be conducted by an arbitrator mutually selected by the Company (or the Employer if the Company is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective not a party to the sole extent dispute) and Executive (or, if the Company and Executive are unable to agree upon an arbitrator within ten days, then the Company and Executive will each select an arbitrator, and the arbitrators so selected will mutually select a third arbitrator, who will resolve such dispute). Such arbitration will be conducted in accordance with the applicable rules of the American Arbitration Association. Any decision rendered by an arbitrator pursuant hereto may be enforced by a court of competent jurisdiction without review of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of decision by such term or provision or the remaining terms court. All attorneys’ fees and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 This Agreement shall be binding on and inure for the benefit costs of the successors of each of arbitration will in the Partiesfirst instance be borne by the respective party incurring such costs and fees, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights arbitrator will award costs and obligations under this Agreement (without attorneys’ fees to the prior written consent of the other Parties)prevailing party. 5.4 (g) This Agreement may be executed in counterparts (including by facsimile one or electronically transmitted signature pages)more counterparts, each of which shall will be deemed an original, with but all of which taken together will constitute one and the same agreement. (h) This Agreement will terminate and be of no force or effect as if a Transaction does not occur by December 31, 2005. (i) This Agreement constitutes the signatures thereto and entire agreement between the parties hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) relating to the other Partiesmatters encompassed hereby and supersedes any prior oral or written agreements relating thereto. 5.5 Any waiver of any right or default under this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision of this Agreement will be effective unless it is granted in writing and signed by the Party granting the waiver and with the prior written consent of the Company. Any delay by any Party in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy). 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

General Provisions. 5.1 Each of the Parties confirms that it has received independent legal advice relating to all matters provided for 9.1 Nothing in this Agreement and agrees that the provisions of this Agreement are fair and reasonableshall be interpreted to obligate PARTICIPANT and/or ETSI to disclose any information, to purchase any goods or services, to offer for sale any goods or services, to negotiate, or to enter into any business relationship or agreement. 5.2 Any term or provision 9.2 No warranties of this Agreement which is invalid or unenforceable in any jurisdiction shallkind including, but not limited to, warranties of merchantability, fitness for purpose, and non-infringement are given with respect to CONFIDENTIAL INFORMATION as to well any use thereof. 9.3 In the event that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as shall be held by a court of competent jurisdiction to be unenforceableunenforceable or invalid, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and, in such event, such provision shall be changed and interpreted so as to be only so broad as is enforceable. No party hereto shall assertbest accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court. 9.4 This Agreement constitutes the complete and final agreement between the PARTIES with respect to the subject matter hereof, and each party hereto shall cause its respective affiliates supersede all previous communications, representations, understandings and agreement, whether oral or written, between the PARTIES or any official or representative thereof. It shall not be modified except by a written agreement, dated subsequent to assertthe EFFECTIVE DATE hereof, that signed by duly authorized representatives of both PARTIES, and including a copy of this Agreement or any part hereof is invalid, illegal or unenforceableas attachment. 5.3 9.5 This Agreement shall be binding on and inure for the benefit of the successors of each of the Parties, but the Parties agreement may not assignbe changed or modified or released, grant discharged, abandoned or otherwise terminated in whole or in part, except by an instrument in writing signed by duly authorised representatives of both PARTIES. 9.6 Neither PARTY shall assign any security of its rights or obligations hereunder, except to a successor in interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (without the prior written consent of the other Parties)other. 5.4 This Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other Parties. 5.5 Any waiver of any right or default under this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision of this Agreement will be effective unless it is granted in writing and signed by the Party granting the waiver and with the prior written consent of the Company. Any delay by any Party in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy). 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

General Provisions. 5.1 Each Any policies of insurance carried in accordance with Sections A, B and C, including any policies taken out in substitution or replacement for such policies: (i) in the Parties confirms that it has received independent legal advice relating to all matters provided for in this Agreement case of Section A, shall name Mortgagee, each Note Holder, each Related Mortgagee, each Related Note Holder and agrees that each Liquidity Provider as an additional insured (collectively, the provisions of this Agreement are fair and reasonable. 5.2 Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall“Additional Insureds”), as to that jurisdiction, be ineffective to the sole extent of such invalidity its interests may appear; (ii) shall apply worldwide and have no territorial restrictions or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 This Agreement shall be binding on and inure for the benefit of the successors of each of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement limitations (without the prior written consent of the other Parties). 5.4 This Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other Parties. 5.5 Any waiver of any right or default under this Agreement shall be effective except only in the instance given case of war, hijacking and related perils insurance required under Section C, which shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision of this Agreement will be effective unless it is granted apply to the fullest extent available in writing and signed by the Party granting the waiver and with the prior written consent international insurance market); (iii) shall provide that, in respect of the Company. Any delay by any Party in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver interests of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of Additional Insureds in such policies, the right or remedy (or the exercise of any other right or remedy). 5.6 This Agreement insurance shall not be amendedinvalidated or impaired by any act or omission (including misrepresentation and nondisclosure) by Owner (or any Permitted Lessee) or any other Person (including, changed without limitation, use for illegal purposes of the Aircraft or modifiedany Engine) and shall insure the Additional Insureds regardless of any breach or violation of any representation, warranty, declaration, term or condition contained in such policies by Owner (or any Permitted Lessee); (iv) shall provide that, if the insurers cancel such insurance for any reason whatsoever, or if the same is allowed to lapse for nonpayment of premium, or if any material change is made in the insurance which adversely affects the interest of any of the Additional Insureds, such cancellation, lapse or change shall not be effective as to the Additional Insureds for thirty (30) days (seven (7) days in the case of war risk, hijacking and allied perils insurance and ten (10) days in case of nonpayment of premium) after receipt by the Additional Insureds of written notice by such insurers of such cancellation, lapse or change, provided that if any notice period specified above is not reasonably obtainable, such policies shall provide for as long a period of prior notice as shall then be reasonably obtainable; (v) shall waive any rights of setoff (including for unpaid premiums), recoupment, counterclaim or other deduction, whether by attachment or otherwise, against each Additional Insured; (vi) shall waive any right of subrogation against any Additional Insured; (vii) shall be primary without right of contribution from any other insurance that may be available to any Additional Insured; (viii) shall provide that all of the liability insurance provisions thereof, except by another agreement the limits of liability, shall operate in writing executed by all respects as if a separate policy had been issued covering each party insured thereunder; (ix) shall provide that none of the Parties heretoAdditional Insureds shall be liable for any insurance premium; and (x) shall contain a 50/50% Clause per Lloyd’s Aviation Underwriters’ Association Standard Policy Form AVS 103 or US market equivalent.

General Provisions. 5.1 Each 21.1 Any notice required or permitted to be delivered to either of the Parties confirms that it has received independent legal advice relating according to all matters provided for the Agreement shall be (a) delivered according to such Party’s Contact Information, as specified in this Agreement the applicable Order Form; and agrees (b) deemed effective (i) upon receipt, when delivered personally or by courier; (ii) the day delivered, if delivered by a reputable overnight delivery service; or (iii) if delivered via email, the earlier of written confirmation receipt or one business day, unless the sender receives an automated message that the provisions email delivery has failed. Each Party is responsible for apprising the other Party of this Agreement are fair and reasonableany changes in Contact Information. 5.2 21.2 The Agreement, including for the avoidance of doubt, the Global Privacy Policy, Usage Policies, Data Processing Addendum and each Order Form, constitutes the entire agreement between the Parties as to the subject matter hereof and supersedes all prior documents, negotiations and drafts of such parties with respect to such subject matter, whether written or verbal. No provision of the Agreement may be construed against either Party by reason of the drafting or preparation thereof. 21.3 Any term of the Agreement may be amended, waived, terminated or provision discharged only with the written consent of this Agreement which is invalid both Parties. The failure of either Party to insist upon the performance of any of the terms or unenforceable conditions contained in the Agreement, and the failure of either Party to exercise any jurisdiction shallright hereunder, may not be construed as to that jurisdiction, be ineffective to a waiver or relinquishment of the sole extent future performance of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of any such term or provision condition or the remaining terms and provisions future exercise of this Agreement in any jurisdiction and, if such rights. 21.4 If any provision of this the Agreement is so broad as held to be unenforceable, the Parties shall renegotiate each such provision in good faith in order to reflect the original intent of the Parties. If the Parties cannot agree upon an enforceable replacement for such provision, then (a) such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assertexcluded from the Agreement, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 This (b) the balance of the Agreement shall be binding on interpreted as if such provision were so excluded and inure for (c) thereafter, the benefit Agreement shall be enforceable in accordance with its terms. 21.5 Neither this Agreement nor any of the successors rights or obligations under this Agreement, may be assigned or delegated, in whole or in part, by operation of each law or otherwise, by any Party hereto without the prior written consent of the Partiesother Party hereto, but and any such assignment without such prior written consent shall be null and void; provided, however, that the Parties may not assign, grant any security interest, hold on trust or otherwise transfer assign all or any of their rights and obligations under this Agreement to any one (1) of either their direct or indirect wholly-owned subsidiaries or affiliates following an acquisition, for reasons of corporate restructuring or internal reorganization, but only to the extent that such assignment would not result in an impairment of the other Party’s rights under this Agreement. Any attempt to assign the Agreement other than in accordance with this Section 21.5 shall be null and void and of no legal force or effect. The Agreement shall be binding upon and shall inure to the benefit of the Parties permitted successors and assigns. Notwithstanding anything to the foregoing in this Section 21.5, Bynder may assign the right to receive money hereunder without the prior written consent of Customer. 21.6 Neither Party may be held liable for its failure to perform hereunder or for any loss or damage due to causes beyond its reasonable control, including governmental requirements, inability to obtain required export licenses, work stoppages, fire, civil disobedience, embargo, war, terrorism, riots, rebellions, earthquakes, strikes, floods, water and the elements, inability to security equipment, raw materials or transport or similar occurrences. Either Party may terminate the Agreement immediately upon written notice, if the other Parties)Party is unable to perform its obligations under the Agreement due to causes stated in this Section 21.6 for more than 30 calendar days. 5.4 This 21.7 Neither the Agreement nor any provision contained herein may be executed in counterparts (including by facsimile construed as creating or electronically transmitted signature pages)constituting a partnership, each joint venture, or agency relationship between the Parties. For the avoidance of which shall be an originaldoubt, with neither Party has the same effect as if the signatures thereto and hereto were upon the same instrumentpower or authority to, and no Party may, assume or create any obligation or responsibility on behalf of the other. 21.8 Bynder may revise these Terms from time to time, and the most current version will be available at xxx.xxxxxx.xxx/xx/xxxxx. If the revision, in Bynder’s sole discretion, is material, Bynder will notify Customer of such change, and Customer does not wish to be bound by such revision, Customer must notify Bynder at xxxxx@xxxxxx.xxx within 30 calendar days of receiving the updated Terms of Customer’s objection and Customer will remain subject to the prior Terms until termination or expiration of any applicable Term. 21.9 To the extent of any inconsistency between various documents making up the Agreement, the provisions of the hierarchy shall become effective when one or more counterparts have been signed by each be: (i) Order Form; (ii) Terms; (iii) Usage Policies; and (vi) any other applicable terms. 21.10 The Agreement is made for the benefit of the Parties and delivered (is not intended to benefit or be enforceable by telecopy any third party. The rights of the Parties to terminate, rescind, or otherwise) amend the Agreement, or to reach any settlement relating to the other Parties. 5.5 Any waiver Agreement, are not subject to the consent of any right or default under this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision of this Agreement will be effective unless it is granted in writing and signed by the Party granting the waiver and with the prior written consent of the Company. Any delay by any Party in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy)third party. 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

General Provisions. 5.1 Each 24.1 The Parties agree that the normal rule of construction, to the effect that any ambiguities are to be resolved against the drafting Party, shall not be employed in the interpretation of this Agreement. 24.2 To the extent not subject to the exclusive jurisdiction of the FERC, the formation, validity, interpretation, execution, amendment and termination of this Agreement shall be governed by the laws of the State of Ohio. 24.3 The headings contained in this Agreement are used solely for convenience and do not constitute a part of the Agreement between the Parties hereto, nor should they be used to aid in any manner in the construction of this Agreement. 24.4 This Agreement is intended solely for the benefit of the Parties confirms that it has received independent legal advice relating to all matters provided for hereto. Nothing in this Agreement and agrees that shall be construed to create any duty, or standard of care with reference to, or any liability to, any person not a Party to this Agreement. 24.5 Neither Party shall have any right, power, or authority to enter any agreement or undertaking for, or on behalf of, or to act as or be an agent or representative of, or to otherwise bind, the provisions other Party. 24.6 Cancellation, expiration or early termination of this Agreement are fair shall not relieve the Parties of obligations that by their nature survive such cancellation, expiration or termination, including, without limitation, payment of any amounts due, warranties, remedies, promises of indemnity and reasonableconfidentiality. 5.2 Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if 24.7 Should any provision of this Agreement is so broad as to be held invalid or unenforceable, such provision shall be interpreted invalid or unenforceable only to be only so broad as is enforceable. No party hereto shall assertthe extent of such invalidity or unenforceabiliity without invalidating or rendering unenforceable any other provision hereof, and each party hereto shall cause its respective affiliates not to assert, that this unless it materially changes the Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 This Agreement shall be binding on and inure for the benefit of the successors of each of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (without the prior written consent of the other Parties). 5.4 This Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each 24.8 Each of the Parties hereto acknowledges that it has read this Agreement, and delivered (by telecopy or otherwise) to the other Parties. 5.5 Any waiver of any right or default under this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision of this Agreement will be effective unless it is granted in writing and signed by the Party granting the waiver and with the prior written consent of the Company's Retail Supplier Terms and Conditions of Service, understands them, and agrees to be bound by their terms. Any delay by any Party in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy). 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed is intended by the Parties heretoas a final expression of their agreement and is intended also as a complete and exclusive statement of the terms of their agreement. All prior written or oral understandings or offers pertaining to this Agreement are hereby abrogated and withdrawn.

General Provisions. 5.1 Each 14.1 Notwithstanding any provisions of this Agreement to the contrary, the parties shall not be held liable for any failure or delay in the performance of this Agreement that arises from fires, floods, strikes, embargoes, acts of the Parties confirms that it has received independent legal advice relating public enemy, unusually severe weather, outbreak of war, restraint of Government, riots, civil commotion, force majeure, act of God, or for any other cause of the same character which is unavoidable through the exercise of due care and beyond the control of the parties. Failure to all matters provided for in perform shall be excused during the continuance of such circumstances, but the Town shall have the option of terminating this Agreement or electing to allow the Agreement to remain in effect. This provision shall not apply if the "Statement of Work" of this Agreement specifies that performance by the Consultant is specifically required during the occurrence of any of the events herein mentioned. 14.2 The laws of the State of Florida shall govern all aspects of this Agreement. In the event it is necessary for either party to initiate legal action regarding this Agreement, venue shall be in the Fifteenth Judicial Circuit for claims under state law and agrees that in the Southern District of Florida for any claims which are justifiable in federal court. 14.3 In the event any provisions of this Agreement shall conflict, or appear to conflict, the Agreement, including all exhibits, attachments and all documents specifically incorporated by reference, shall be interpreted as a whole to resolve any inconsistency. 14.4 Failures or waivers to insist on strict performance of any covenant, condition, or provision of this Agreement by the parties, their successors and assigns shall not be deemed a waiver of any of its rights or remedies, nor shall it relieve the other party from performing any subsequent obligations strictly in accordance with the terms of this Agreement. No waiver shall be effective unless in writing and signed by the party against whom enforcement is sought. Such a waiver shall be limited to the provisions of this Agreement are fair specifically referred to therein and reasonableshall be not deemed a waiver of any other provision. No waiver shall constitute a continuing waiver unless the writing states otherwise. 5.2 Any 14.5 All words used herein in the singular form will extend to and include the plural. All words used in the plural form will extend to and include the singular. All words used in any gender will extend to and include all genders. 14.6 Should any term or provision of this Agreement which is be held, to any extent, invalid or unenforceable in any jurisdiction shallunenforceable, as to that against any person, entity or circumstance during the term hereof, by force of any statute, law, or ruling of any forum of competent jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such shall not affect any other term or provision or the remaining terms and provisions of this Agreement, to the extent that the Agreement shall remain operable, enforceable and in any jurisdiction and, if any provision of this Agreement is so broad as full force and effect to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceablethe extent permitted by law. 5.3 This Agreement shall be binding on and inure for the benefit of the successors of each of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (without the prior written consent of the other Parties). 5.4 14.7 This Agreement may be executed amended, extended, or renewed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, accordance with the same effect as if the signatures thereto and hereto were upon the same instrumentterms contained herein, and shall become effective when one only with the written approval of the parties. 14.8 This Agreement states the entire understanding and Agreement between the parties and supersedes any and all written or more counterparts oral representations, statements, negotiations, or Agreements previously existing between the parties with respect to the subject matter of this Agreement. The Consultant recognizes that any representations, statements, or negotiations made by Town staff do not suffice to legally bind the Town in a contractual relationship unless they have been signed by each of the Parties and delivered (by telecopy or otherwise) reduced to the other Parties. 5.5 Any waiver of any right or default under this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision of this Agreement will be effective unless it is granted in writing and signed by the Party granting the waiver and with the prior written consent of the Companyan authorized Town representative. Any delay by any Party in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy). 5.6 This Agreement shall not inure to the benefit of and shall be amendedbinding upon the parties, changed or modifiedtheir respective assigns, except by another agreement and successors in writing executed by the Parties heretointerest.

General Provisions. 5.1 Each (a) This Agreement, including all exhibits hereto, constitutes the complete, final and exclusive embodiment of the Parties confirms that entire agreement between the parties with regard to the subject matter hereof. It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it has received independent legal advice relating to all matters provided for supersedes any other such promises or representations. Notwithstanding the foregoing, nothing in this Agreement shall affect the parties’ obligations under the Stock Awards (except as expressly set forth herein) or Executive’s Employee Proprietary Information and agrees that Inventions Agreement. This Agreement cannot be modified except in a writing signed by Executive and a duly-authorized member of the provisions of this Agreement are fair and reasonableBoard. 5.2 Any term or (b) Whenever possible, each provision of this Agreement which is invalid or unenforceable will be interpreted in any jurisdiction shall, such a manner as to that jurisdiction, be ineffective to the sole extent of such effective under applicable law. The invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is shall not affect the validity or enforceability of any other provision of this Agreement. Any invalid or unenforceable provision shall be modified so broad as to be unenforceable, such rendered valid and enforceable in a manner consistent with the intent of the parties insofar as possible. (c) Executive’s or the Company’s failure to insist upon strict compliance with any provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that of this Agreement or the failure to assert any part hereof is invalid, illegal right Executive or unenforceablethe Company may have hereunder shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement. 5.3 This Agreement shall be binding on and inure for the benefit of the successors of each of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (without the prior written consent of the other Parties). 5.4 d) This Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages)several counterparts, each of which shall be deemed to be an original, with the same effect as if the signatures thereto original but all of which together will constitute one and hereto were upon the same instrument, . Facsimile signatures shall be deemed as effective as originals. (e) This Agreement is intended to bind and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) inure to the other Parties. 5.5 Any waiver benefit of and be enforceable by Executive, the Company and their respective successors, assigns, heirs, executives and administrators, except that Executive may not assign any right or default under this Agreement shall be effective only in of his duties hereunder and he may not assign any of his rights hereunder without the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision of this Agreement will be effective unless it is granted in writing and signed by the Party granting the waiver and with the prior written consent of the Company. Any delay by This Agreement shall be interpreted and enforced in accordance with the laws of the State of California. (f) If either party hereto brings any Party action to enforce such party’s rights hereunder, the prevailing party in exercisingany such action shall be entitled to recover such party’s reasonable attorneys’ fees and costs incurred in connection with such action. (g) For purposes of construction, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver be deemed to have been drafted by the Company, and the rule of construction of contracts that ambiguities are construed against the drafting party shall be applied against the Company. (h) Any notice required to be given or delivered to the Company under the terms of this Agreement shall be in writing and addressed to the Corporate Secretary of the right Company at its principal corporate offices. Any notice required to be given or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise delivered to Executive shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy). 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed and addressed to Executive at the address indicated herein or to the last known address provided by Executive to the Parties heretoCompany. All notices shall be deemed to have been given or delivered upon: personal delivery; three (3) days after deposit in the United States mail by certified or registered mail (return receipt requested); one (1) business day after deposit with any return receipt express courier (prepaid); or one (1) business day after transmission by facsimile or e-mail.

General Provisions. 5.1 Each (a) All the terms and conditions of this Agreement shall by their specificity supersede all City ordinances, codes, rules and regulations that are in conflict with this Agreement. (b) This Agreement shall be effective for a term of twenty (20) years from its effective date and for any extended term as approved by the parties pursuant to the process required by law. (c) This Agreement shall bind and inure to the benefit of the Parties confirms that it has received independent legal advice relating heirs, successors, and assigns of the Owner and the City. (d) This Agreement, when recorded, constitutes a covenant running with the land and is binding upon and inures to the benefit of the parties, all matters provided for grantees, successors, and assignees. (e) Nothing in this Agreement shall prevent the alienation, encumbrance, or sale of the Property or any portion of it, and agrees that the provisions new Owner or the Owner shall be both benefited and bound by the conditions and restrictions expressed in this Agreement. (f) Within ninety (90) days of the execution of this Agreement, the City shall cause the Agreement to be recorded at the City’s expense in the office of the Will County Recorder and shall file the annexation ordinance and plat of annexation with Will County Clerk. (g) Any party to this Agreement may enforce or compel the performance of this Agreement are fair either in law or in equity, whether by mandamus or other proceeding and reasonablemay seek such relief as may be deemed just or equitable. 5.2 Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if (h) If any provision of this Agreement is so broad as found by a court of law to be in violation of any applicable local, state, or federal law, ordinance or regulation or if a court of law should declare such provision of this Agreement to be illegal, void, or unenforceable, such provision shall be interpreted to be only so broad as then it is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 This Agreement shall be binding on and inure for the benefit intent of the successors parties that the remainder of each of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (without the prior written consent of the other Parties). 5.4 This Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other Parties. 5.5 Any waiver of any right or default under this Agreement shall be effective only construed as if such illegal, void, or unenforceable provision was not contained in this Agreement and that the instance given remaining terms and conditions of the Agreement shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasioncontinue in full force and effect. (i) The City warrants that its corporate authorities have the authority to enter into this Agreement. No waiver of any provision The Owner warrants that the execution of this Agreement will has been duly and validly authorized and that the obligations imposed upon the Owner shall be effective unless it is granted in writing valid and signed by the Party granting the waiver and with the prior written consent binding obligations of the Company. Any delay by Owner and successors in interest. (j) The failure of any Party in exercising, or failure party to exercise, any right or remedy under this Agreement to insist upon the strict and prompt performance of its terms and conditions shall not constitute or be construed as a waiver or relinquishment of the right to enforce those terms and conditions or remedy any others. (or a waiver k) The Owner and its successors in interest agree that during the term of this Agreement, the Owner and successors shall not initiate any other rights or remediesaction to disconnect the Property from the City. (l) and no single or partial exercise of any rights or remedy under If this Agreement is breached by either party, the non-breaching party may pursue any available legal remedy in the Will County Circuit Court if the act or otherwise omission has not been cured by the breaching party. Before any breach of this Agreement may be litigated, the non- breaching party shall prevent any further exercise notify, in writing, the other party of the right nature of the breach and shall demand performance or an adequate remedy (or for the exercise of breach. Illinois law shall control any other right or remedy)dispute that needs to be resolved. 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

General Provisions. 5.1 Each 13.1 This Agreement, together with all its exhibits, is intended by the Parties to be a complete and final statement of the agreement of the Parties confirms that it has received independent legal advice relating with respect to the subject matter hereof, and supersedes any prior oral or written statements or agreements. 13.2 Subject to all matters provided for in hereof, this Agreement shall be binding on the Parties hereto and their respective successors and assigns. 13.3 In the event of any conflict between the provisions of the main body of this Agreement and agrees that any of its exhibits, the provisions of the main body of the Agreement shall prevail. In the event of any conflict between the provisions of this Agreement are fair and reasonable. 5.2 Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shallthe Operating Agreement, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement shall prevail, but only to the extent of such conflict. 13.4 Failure by any Party to comply with any of its obligations, agreements, or conditions herein contained may be waived in writing, but not in any jurisdiction andother manner, if by the Party to whom such compliance is owed. No waiver of, or consent to a change in, any provision of the provisions of this Agreement is so broad as to be unenforceable, such provision shall be interpreted deemed or shall constitute a waiver of, or consent to be only so broad as is enforceable. No party hereto a change in, other provisions hereof (whether or not similar), nor shall assert, and each party hereto shall cause its respective affiliates not to assert, that such waiver constitute a continuing waiver unless otherwise expressly provided. 13.5 None of the rights or liabilities derived from this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 This Agreement shall be binding on and inure for the benefit of the successors of each of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (without assignable by either Party except with the prior written consent of the other Parties)Party, such consent not to be unreasonably withheld, except with respect to assignments to an Affiliate. 5.4 13.6 This Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrumentbinding on, and shall become effective when one inure to the benefit of, the Parties hereto and their respective permitted successors and assigns. This Agreement shall be a covenant running with the land and shall bind any assignee of a Party’s right, title or more counterparts have been signed by each interest in this Agreement. 13.7 The captions in this Agreement are for convenience only and shall not be considered part of or affect the construction or interpretation of any provision of this Agreement. 13.8 References herein to the singular include the plural, and vice versa. 13.9 The rights, duties, obligations and liabilities of the Parties and delivered (by telecopy or otherwise) to the other Parties. 5.5 Any waiver of any right or default under this Agreement shall be effective only individual, not joint or collective. It is not the intention of the Parties to create, nor shall this Agreement be deemed or construed to create, a mining or other partnership, joint venture or association, or trust. This Agreement shall not be deemed or construed to authorize any Party to act as an agent, servant or employee for any other Party for any purpose whatsoever except as explicitly set forth in this Agreement. In their relations with each other under this Agreement, the Parties shall not be considered fiduciaries except as expressly provided in this Agreement. 13.10 Each provision of this Agreement shall be construed as though all Parties participated equally in the instance given drafting of the same. Consequently, the Parties acknowledge and agree that any rule of construction that a document is to be construed against the drafting Party shall not operate be applicable to this Agreement. 13.11 If and for so long as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision of this Agreement will shall be effective unless it is granted in writing deemed to be judged invalid for any reason whatsoever, such invalidity shall not affect the validity or operation of any other provision of this Agreement except only so far as shall be necessary to give effect to the construction of such invalidity, and signed by any such invalid provision shall be deemed severed from this Agreement without affecting the Party granting the waiver and with the prior written consent validity of the Company. Any delay by any Party in exercisingbalance of this Agreement. 13.12 Notwithstanding anything herein to the contrary, or failure to exercise, any right or remedy should Ridgewood terminate its participation under this Agreement shall not constitute a waiver pursuant to Article 4.2, Article 4.3 or Article 4.4, and if Ridgewood has paid to Apache prior to such termination any slot fee, cash call(s) or AFE amounts, pursuant to the terms of the right or remedy this Agreement, Apache will immediately reimburse to Ridgewood within five (or a waiver 5) business days of any other rights or remediesreceipt of Ridgewood’s notice to terminate, one hundred percent (100%) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy)all amounts paid to Apache hereunder. 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

General Provisions. 5.1 a) This Agreement is governed by the laws of New South Wales and the Commonwealth of Australia. Each party irrevocably submits to the non-exclusive jurisdiction of the Parties confirms that courts of New South Wales. Each party waives any right it has received independent legal advice relating to object to an action being brought in those courts to claim that the action has been brought in an inconvenient forum or to claim that those courts do not have jurisdiction. b) This Agreement may be amended by Good2Give at any time and such amendment shall be effective immediately upon notification to the Charity, which may be given by posting the amended Agreement on the Platform or via email or any other means as appropriate. The Charity's continued use of the Platform shall be deemed to be its conclusive acceptance of the amended Agreement. c) The Charity must not assign, transfer or encumber any of its rights or obligations under this Agreement without Good2Give 's prior written consent. d) On termination of this Agreement, the parties' respective rights and obligations shall cease except those in clauses 3)f), 4), 6)c), 7)a), c) and d), 8), 9), 11), 12), and 13) or any other rights or obligations that, by their nature, survive termination. Each party retains the rights and claims it has against any other party for any past breach of the Agreement. e) This Agreement constitutes the entire agreement of the parties about its subject matter and supersedes all matters provided for other representations, negotiations, arrangements, understandings or agreements and all other communications. No party has entered into this Agreement relying on any representations made by or on behalf of the other, other than those expressly made in this Agreement and agrees that the provisions of this Agreement are fair and reasonableAgreement. 5.2 Any term or f) If a provision of this Agreement which is invalid or unenforceable in any a jurisdiction shall, as it is to be read down or severed in that jurisdiction, be ineffective jurisdiction to the sole extent of such the invalidity or unenforceability without rendering invalid unenforceability, and that fact does not affect the validity or unenforceable the remainder enforceability of such term or that provision in another jurisdiction or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceableprovisions. 5.3 This Agreement shall be binding on g) The rights, remedies and inure for the benefit powers of the successors of each of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations parties under this Agreement (without the prior written consent of the other Parties). 5.4 This Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto are cumulative and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other Parties. 5.5 Any waiver of any right or default under this Agreement shall be effective only in the instance given and shall do not operate as or imply a waiver of exclude any other rights, remedies or similar right or default on any subsequent occasionpowers. No waiver The following definitions and rules of any provision of interpretation apply in this Agreement will be effective unless it is granted in writing and signed by the Party granting the waiver and with the prior written consent of the Company. Any delay by any Party in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy)agreement. 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

General Provisions. 5.1 22.1 This Agreement constitutes the entire agreement between us and, as at the Commencement Date, supersedes all prior negotiations, representations, proposals, understandings and agreements (whether written, oral or by electronic means) relating to the subject matter of this Agreement. For the avoidance of doubt this Agreement shall supersede and take precedence over any other terms and conditions which you may purport to apply under any purchase order, acknowledgement of delivery or similar document or otherwise, and/or which have been established between the us by a course of dealing. 22.2 Each of the Parties confirms that it has received independent legal advice relating to all matters provided for us acknowledges that, in entering into this Agreement and agrees that the documents referred to in it, we do not rely on any statement, representation, assurance or warranty of any person (whether a party to this Agreement or not) other than as expressly set out in this Agreement. In particular, our employees, agents and sub-contractors are not authorised to make any contractually binding representations concerning the Services. However, nothing in these terms and conditions limits our liability for fraudulent misrepresentation. 22.3 Any quotation given by us to you will not constitute an offer, and is only valid for a period of seven days from its date of issue. 22.4 If any of the provisions of this Agreement are, become or are fair and reasonable. 5.2 Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as held to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 This Agreement , the relevant provisions shall be binding on deemed not to be or never to have been or formed part of this Agreement and inure for the benefit validity or enforceability of the successors of each of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (without the prior written consent of the other Parties). 5.4 This Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other Parties. 5.5 Any waiver of any right or default under this Agreement shall be effective only in the instance given and remaining provisions shall not operate as in any way be affected or imply a waiver of impaired. Furthermore, if any other invalid, illegal or similar right or default on any subsequent occasion. No waiver of any unenforceable provision of this Agreement will would be effective unless valid, legal and enforceable if some part of it is granted in writing and signed by were deleted, the Party granting the waiver and provision shall apply with the prior written consent of the Company. Any minimum modification necessary to make it valid, legal and enforceable. 22.5 The failure or delay by us to exercise or enforce any Party in exercisingright, or failure to exercise, any right power or remedy under this Agreement shall not constitute a waiver of the right any such right, power or remedy (or a waiver of remedy, nor shall any other rights or remedies) and no single or partial exercise by any party operate so as to bar the exercise or enforcement thereof or of any rights right, power or remedy under on any later occasion. 22.6 Nothing in this Agreement shall create, or otherwise shall prevent any further exercise be deemed to create, a partnership between the parties. 22.7 For the purpose of section 1(2) of the right Contracts (Rights of Third Parties) Xxx 0000 (the “1999 Act”) the parties agree that they do not intend any term of the Agreement to be enforced by any third party except that our rights pursuant to the Agreement may be enforced by any of our Group Companies, the Network Operator, a Service Provider, or remedy our licensors (as applicable), in accordance with the 1999 Act. Furthermore the parties agree that: 22.7.1 we may amend and/or vary or terminate all or any part of this Agreement (including these Calls and Line Rental Service Specific Terms) without the exercise consent of any other person who is not party to it; and 22.7.2 nothing stated in this clause 22.7 shall affect any third party right which exists or remedy). 5.6 This Agreement is available independently of the 1999 Act. Notwithstanding the foregoing sentence, the exclusion in this clause 22.7 shall not be amended, changed or modified, except by another agreement in writing executed by the Parties heretoapply to any of our Group Companies.

General Provisions. 5.1 Each A. Any member(s) of the Parties confirms bargaining unit may initiate and pursue a grievance through the first (1st) two (2) steps of the grievance procedure without intervention of the Association, provided that it has received independent legal advice relating a representative of the Association shall be afforded the opportunity to all matters be present at any conferences held; and provided for in further that any disposition made of any grievance under this Agreement and agrees that Article shall not be inconsistent with the terms of this Agreement. Any member of the bargaining unit may be represented by the Association at any step of the grievance procedure. B. Failure of a grievant(s) to comply with any of the provisions of this Agreement are fair and reasonable. 5.2 Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, Article shall be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as deemed to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 This Agreement shall be binding on and inure for the benefit of the successors of each of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (without the prior written consent of the other Parties). 5.4 This Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other Parties. 5.5 Any waiver of any right or default under this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision of this Agreement will be effective unless it is granted in writing and signed by the Party granting the waiver and with the prior written consent of the Company. Any delay by any Party in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy (or to seek resolution of the grievance under the terms of this Article. In determining whether there has been any such failure to comply with any of the provisions of this Article, time shall be of the essence and any failure of the grievant to comply with any of the time limits prescribed herein shall be deemed to be a waiver of any other rights or remedies) and no single or partial exercise the right to seek resolution of any rights or remedy the grievance under this Agreement or otherwise shall prevent Article; provided, however, that the time limits prescribed herein may be extended in any further exercise specific instance by mutual agreement of the right parties or remedy (or the exercise of any other right or remedy)by oral agreement confirmed in writing. 5.6 This Agreement C. In the event that the administration fails to comply with any of the provisions of this Article, including time limits, the grievant(s) may add this allegation as an additional count if the grievance is appealed to Step Two. If the grievant(s) chooses not to appeal the original grievance to Step Two, the grievant(s) may file a procedural grievance at Step Two. The decision of the Commissioner or Commissioner’s designee regarding the alleged procedural violation shall not be amended, changed or modified, except by another agreement in writing executed by the Parties heretofinal.

General Provisions. 5.1 Each A. All rights and remedies hereunder will be cumulative and not alternative. This Agreement shall be construed and governed by the laws of the Commonwealth of Massachusetts. B. This Agreement may be amended only by written agreement signed by the Parties. C. It is expressly agreed by the Parties confirms hereto that it has received CMCC and Licensee are independent legal advice relating to all matters provided for contractors and nothing in this Agreement is intended to create an employer relationship, joint venture, or partnership between the Parties. No Party has the authority to bind the other. D. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and agrees that supersedes all proposals, representations, negotiations, agreements and other communications between the Parties, whether written or oral, with respect to the subject matter hereof. Where inconsistent with the terms of any contemporaneous related agreements (such as sponsored research agreements), terms in this Agreement shall control. E. If any provisions of this Agreement are fair and reasonable. 5.2 Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, shall be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as held to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable, the Parties hereto shall substitute, by mutual consent, valid provisions for such invalid, illegal or unenforceable provisions, which valid provisions in their effect are sufficiently similar to the invalid, illegal or unenforceable provisions that it can be reasonably assumed that the Parties would have entered into this Agreement with such valid provisions. In the event such valid provisions cannot be agreed upon, the invalidity, illegality or unenforceability of one or several provisions of this Agreement shall not affect the validity of this Agreement as a whole. 5.3 This Agreement shall be binding on and inure for the benefit of the successors of each of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (without the prior written consent of the other Parties). 5.4 F. This Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages)any number of counterparts, each of which shall be deemed an originaloriginal as against the Party whose signature appears thereon, with the same effect as if the signatures thereto but all of which taken together shall constitute but one and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other Parties. 5.5 Any waiver G. The failure of either Party to assert a right to which it is entitled, or to insist upon compliance with any right term or default under this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision condition of this Agreement will be effective unless it is granted in writing and signed by the Party granting the waiver and with the prior written consent of the Company. Any delay by any Party in exercisingAgreement, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of the that right or remedy (excuse a similar subsequent failure to perform any such term or condition by the other Party. H. Licensee agrees to xxxx any Licensed Products sold in the United States with all applicable United States patent numbers. All Licensed Products shipped to or sold in other countries shall be marked in such a waiver manner as to conform with the patent laws and practices of any other rights the country of manufacture or remedies) sale. I. Each party hereto agrees to execute, acknowledge and no single or partial exercise deliver such further instruments as may be reasonably necessary to carry out the purposes and intent of any rights or remedy under this Agreement. J. The paragraph headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or otherwise shall prevent any further exercise interpretation of the right or remedy (or the exercise of any other right or remedy)this Agreement. 5.6 This Agreement shall not be amended, changed K. The signatories below each warrant that he or modified, except by another agreement in writing executed by the Parties heretoshe is duly authorized to execute this Agreement.

General Provisions. 5.1 Each of the Parties confirms that it has received independent legal advice relating The following provisions apply to all matters provided for in this Agreement and agrees that the provisions paragraphs of this Agreement are fair and reasonable. 5.2 Any term or provision of Agreement: (a) upon Acceptance, this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 This Agreement shall be binding on and inure for the benefit of the successors of upon each of the Partiesparties and their respective heirs, but the Parties may not assignlegal representatives, grant any security interest, hold on trust or otherwise transfer all or any of their rights successors and obligations under assigns; (b) this Agreement (shall not be assigned by Purchaser without the prior written consent of Seller, which consent shall not be unreasonably withheld; (c) the term "Agreement" as used herein means this Residential Real Estate Purchase Agreement and all addenda, exhibits and amendments thereof; (d) this Agreement shall be governed and interpreted by the laws of the State of Ohio; (e) time is of the essence in the interpretation and implementation of this Agreement; (f) by signing this Agreement, Purchaser represents that all Purchasers are of legal age and capacity and have authority to enter into this Agreement; (g) by signing this Agreement, Seller represents that all Sellers are of legal age and capacity, have sole and complete authority to enter into this Agreement and to sell the Property and that the consent or approval of no other Parties). 5.4 This person or entity is required; (h) unless otherwise specified herein, all provisions of this Agreement shall survive Closing; (i) this Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages)counterparts, each of which shall be constitute an original; a fax or scanned copy shall constitute an executed original counterpart; (j) this Agreement may may not be executed by the parties, with or either of them, by electronic signature created through any program adopted and approved by the same effect as Northwest Ohio REALTORS® (if neither option is selected, then this Agreement may be executed by electronic signature by the signatures thereto and hereto were upon the same instrumentparties, and shall become effective when one or more counterparts have been signed either of them); (k) any notices required by each of the Parties and delivered (by telecopy or otherwise) to the other Parties. 5.5 Any waiver of any right or default under this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision of this Agreement will be effective unless it is granted in writing and signed shall be delivered personally, by U.S. mail, postage prepaid, by facsimile, or by e-mail, and shall be deemed to be given upon actual receipt or two (2) days after mailing, whichever first occurs; (l) receipt of any notice required by this Agreement by the Party granting the waiver and with the prior written consent agent of any party to this Agreement, shall be deemed receipt of the Company. Any delay notice by any Party in exercising, or failure to exercise, any right or remedy under that party; (m) whenever this Agreement requires that something be done within a period of days, such period shall not constitute a waiver of include the right or remedy day from which such period commences, include the day upon which such period expires, and be construed to mean calendar days, unless otherwise stated unless expressly specified to the contrary herein the term "days" shall mean calendar days; and (or a waiver of any other rights or remediesn) and no single or partial exercise of any rights or remedy under this Agreement contains the entire agreement between the parties and there are no agreements, representations or otherwise shall prevent any further exercise of the right warranties, oral or remedy (or the exercise of any other right or remedy)written, which are not set forth herein. 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

General Provisions. 5.1 Each 11.1 This Agreement shall be governed by and construed in accordance with German law, without reference to conflict of laws principles. This agreement is subject to the Parties confirms that it has received independent legal advice relating to all matters provided for exclu- sive jurisdiction of German courts in this Agreement and agrees that the provisions of this Agreement are fair and reasonableBerlin. 5.2 Any term 11.2 Neither Party may assign or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that delegate this Agreement or any part hereof is invalid, illegal of its rights or unenforceable. 5.3 This Agreement shall be binding on and inure for the benefit of the successors of each of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under duties un- der this Agreement (without the prior written consent of the other Parties)other; provided, that ei- ther Party may assign this Agreement to an Affiliate which has assumed in writing all obligations under this Agreement. However, an assignment of this Agreement to an Affiliate of the Service provider requires a prior application to DFN which application must be supported by a federation participants. 5.4 11.3 If any section, paragraph, provision, or clause in this Agreement shall be found or be held to be invalid or unenforceable in any jurisdiction in which this Agreement is being performed, the remainder of this Agreement shall be valid and enforceable and the Parties will negotiate, in good faith, a substitute, valid and enforceable provision which most nearly effects the Parties' intent in entering into this Agreement. 11.4 The terms and conditions herein contained constitute the entire agreement between the Parties and supersede and terminate all previous agreements and understandings, whether oral or written, between the Parties hereto with respect to the subject matter hereof, including, without limitation, any distribution and related agreements in effect as of the date hereof. 11.5 This Agreement may be executed in counterparts (including amended at any time by facsimile or electronically transmitted signature pages)mutual written agreement among the Parties. If and to the extent the Service Agreement with the participants is amended pursuant to the terms thereof, each of which shall this Agreement will be an originalamended accordingly, with the same effect such amendment becoming effective as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) 30th day after having served a no- xxxx thereof to the other PartiesService provider. 5.5 11.6 Any waiver of any right notice required or default under permitted by this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision of this Agreement will be effective unless it is granted in writing and signed or by the Party granting the waiver and with the prior written consent of the Company. Any delay by any Party in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy)email. 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

General Provisions. 5.1 Each of the Parties confirms that it has received independent legal advice relating to all matters provided for in this Agreement and agrees that the provisions of this Agreement are fair and reasonable. 5.2 Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 (a) This Agreement shall be binding on governed by the laws of the State of California. This Agreement represents the entire Agreement between the parties with respect to the grant of the Options by Optionor and may only be modified or amended in a writing signed by all parties hereto. (b) This Agreement will inure for to the benefit of and be binding upon and enforceable against the successors of each of parties and their successors, assigns, and transferees including the Partiesadministrators, but executors, representatives, heirs, legatees and pledgees holding the Parties may not assign, grant any security interest, hold on trust or otherwise Shares as collateral. Any transfer all or any of their rights and obligations under this Agreement (without by Optionees is subject to the prior written consent approval of the other Parties)all Optionees. 5.4 This Agreement may be executed in counterparts (including c) No waiver by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and any party hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other Parties. 5.5 Any waiver of any right condition or default under this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver breach of any provision of this Agreement will shall be effective unless it is granted in writing and signed by the Party granting the waiver and each party hereto. (d) Any dispute or claim in law or equity arising out of this Agreement or any transaction resulting from this Agreement shall be decided by neutral binding arbitration in accordance with the prior written consent rules of the CompanyAmerican Arbitration Association, and not by court action except as provided by California law for judicial review of arbitration proceedings. Any delay Judgment upon the award rendered by the arbitrator(s) may be entered in any Party court having jurisdiction thereof. The parties shall have the right to discovery in exercisingaccordance with Code of Civil Procedure Section 1283.05 in connection with any arbitration proceeding held hereunder. The filing of a judicial action for an order of attachment, an injunction, or failure to exerciseother provisional remedies, any right or remedy under this Agreement shall not constitute a waiver of the right to arbitrate under this provision. (e) If any legal action or remedy (any arbitration or a waiver other proceeding is brought for the enforcement or interpretation of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent because of an alleged dispute, breach, default or misrepresentation in connection with any further exercise of the right provisions of this Agreement, the successful or remedy prevailing party or parties shall be entitled to recover reasonable attorney's fees and other costs incurred in any such action or proceeding, in addition to any other relief to which it or they may be entitled. (f) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. (g) All notices and other communications provided for in this Agreement shall be in writing and shall be deemed delivered on the date of personal delivery, or the exercise next business day if sent by recognized overnight courier, or on the third business day after the postmark when sent by United States Certified Mail, Return Receipt Requested, addressed as follows: Optionor: Xxxx X. Xxxxxxxx 10070 Xxxxxxx Canyon Xxx Xxxxx, Xxxxxxxxxx 00000 Optionees: Xxxxxx X. Xxxxxx Xxx Xxxxxxxx Xxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 or to such other address or to the attention of such other person as the recipient person has previously furnished to the other party in writing in accordance with this subsection. (h) Whenever possible, each provision of the Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule, such invalidity, illegality or unenforceability will not affect any other right provision or remedy)any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

General Provisions. 5.1 Each Section 16.01. Any notices to be given under the Agreement by either party to the other will be in writing and may be transmitted by personal delivery or by e-mail, mail, registered or certified, postage prepaid with return receipt requested. Mailed notices will be addressed to the parties at their known place of business, but each party may change that address by written notice in accordance with this section. Notices delivered personally will be deemed communicated as of the Parties confirms date of actual receipt; mailed notices will be deemed communicated as of two days after the date of mailing. Section 16.02. This instrument contains the entire Agreement of the parties with respect to the subject matter hereof and there are no other promised representations or warranties affecting it. This Agreement supersedes any and all other agreements, either oral or in writing, between CI and Client with respect to the engagement of CI by Client and contains all of the covenants and agreements between the parties with respect to that it has received independent legal advice relating engagement in any manner whatsoever. Each party to all matters provided for this Agreement acknowledges that no representation, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party that are not embodied in the Agreement, and that no other agreement, statement, or promise not contained in this Agreement and agrees that the provisions of this Agreement are fair and reasonablewill be valid or binding on either party. 5.2 Section 16.03. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 This Agreement shall be binding on and inure for the benefit of the successors of each of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (without the prior written consent of the other Parties). 5.4 This Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other Parties. 5.5 Any waiver of any right or default under this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision modification of this Agreement will be effective unless only if it is granted in writing and signed by the Party granting the waiver and party to be charged. Section 16.04. The failure of either party to insist on strict compliance with the prior written consent any of the Company. Any delay by any Party in exercisingterms, covenants, or failure to exerciseconditions of this Agreement by the other party will not be deemed a waiver of that term, covenant, or condition, nor will any waiver or relinquishment of any right or remedy under power at any one time or times be deemed a waiver or relinquishment of that right or power for all or any other times. Section 16.05. If any provision in this Agreement shall not constitute is held by a waiver court or arbitrator of competent jurisdiction to be unreasonable, invalid, void, or unenforceable, then this Agreement will be deemed amended to provide for the modification of the right unreasonable, invalid, void, or remedy (unenforceable provision to the extent that the court or a waiver arbitrator finds reasonable, and the remaining provisions of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement will continue in full force without being impaired or otherwise shall prevent invalidated in any further exercise of the right or remedy (or the exercise of any other right or remedy)way. 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

General Provisions. 5.1 Each of the Parties confirms that it has received independent legal advice relating 14.1 Any time, date or period referred to all matters provided for in this Agreement and agrees that may be extended by mutual agreement in writing between the provisions Parties (but, as regards any time, date or period originally fixed or any time, date or period so extended, time shall be of this Agreement are fair and reasonablethe essence). 5.2 Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 14.2 This Agreement shall be binding on and inure for the benefit of the successors of each of the Parties, Parties but the Parties may shall not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (be assignable without the prior written consent of the other PartiesParties (save that the Subscriber shall be entitled to freely assign any of its rights under this Agreement, and delegate, transfer or novate any or all of its obligations under this Agreement to an Affiliate of the Subscriber or any of their financiers). Any purported assignment in contravention of this Clause 14.2 shall be null and void ab initio. 5.4 This 14.3 No variation of this Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto effective unless in writing and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by or on behalf of each of the Parties and delivered (by telecopy Parties. The expression “variation” shall, in each case, include any variation, supplement, deletion or otherwise) to the other Partiesreplacement howsoever effected. 5.5 14.4 Any waiver of any right or default under this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision of this Agreement will shall be effective unless it is granted in writing and signed by the each Party granting the against whom such waiver and with the prior written consent of the Company. is sought to be enforced. 14.5 Any delay by any Party in exercising, or any failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy (or a waiver of any other rights or remedies) ), and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy). 5.6 14.6 The rights and remedies of the Parties under this Agreement are not exclusive of any rights or remedies provided by Law. 14.7 Each of the Parties acknowledges and agrees that the other Parties would be damaged irreparably in the event any of the provisions of this Agreement is not performed in accordance with its specific terms or otherwise are breached or violated. Accordingly, each of the Parties agrees that, without posting a bond or other undertaking, the other Parties will be entitled to an injunction or injunctions to prevent breaches or violations of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court having jurisdiction over the Parties and the matter in addition to any other remedy to which it may be entitled, at law or in equity. Each of the Parties further agrees that, in the event of any action for specific performance in respect of such breach or violation, the other Parties will not assert the defence that a remedy at law would be adequate. 14.8 This Agreement shall not be amended, changed or modified, except by another contains the whole agreement in writing executed by and understanding between the Parties relating to the transactions contemplated by this Agreement and supersedes all previous agreements, understandings or arrangements (whether oral or written) between the Parties relating to such transactions. 14.9 Each of the Parties acknowledges that (in agreeing to enter into this Agreement) it has not relied on any representation, warranty, collateral contract, undertaking or other assurance (except those expressly set out in this Agreement) made by or on behalf of the other Parties before the execution of this Agreement (including during the course of negotiating this Agreement). Each of the Parties waives all rights and remedies which, but for this Clause 14.9, might otherwise be available to it in respect of any such representation, warranty, collateral contract, undertaking or other assurance (provided that nothing in this Clause 14.9 shall limit or exclude any liability for fraud or fraudulent misrepresentation). 14.10 If at any time any provision of this Agreement shall be held to be illegal, void, invalid or unenforceable in whole or in part under any Law in any jurisdiction, then: (a) such provision shall: (i) to the extent that it is illegal, void, invalid or unenforceable, be given no effect and shall be deemed not to be included in this Agreement in that jurisdiction; (ii) not affect or impair the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement; and (iii) not affect or impair the legality, validity or enforceability under the Law of any other jurisdiction of such provision or any other provision of this Agreement; and (b) the Parties shall use all reasonable efforts to replace such a provision with a valid and enforceable substitute provision which carries out, as closely as possible, the intentions of the Parties under this Agreement. 14.11 Each of the Indemnified Parties shall be a third party beneficiary of this Agreement with the full ability of enforce Clause 8.7 hereof as if it were a party hereto. Save for the exception stated in the foregoing sentence, a person who is not a party to this Agreement has no right under the Contract (Rights of Third Parties) Ordinance (Chapter 623 of the Laws of Hong Kong) to enforce or enjoy the benefit of any term of this Agreement.

General Provisions. 5.1 Each A. Any member(s) of the Parties confirms bargaining unit may initiate and pursue a grievance through the first (1st) two (2) steps of the grievance procedure without intervention of the Association, provided that it has received independent legal advice relating a representative of the Association shall be afforded the opportunity to all matters be present at any conferences held; and provided for in further that any disposition made of any grievance under this Agreement and agrees that Article shall not be inconsistent with the terms of this Agreement. Any member of the bargaining unit may be represented by the Association at any step of the grievance procedure. B. Failure of a grievant(s) to comply with any of the provisions of this Agreement are fair and reasonable. 5.2 Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, Article shall be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as deemed to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 This Agreement shall be binding on and inure for the benefit of the successors of each of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (without the prior written consent of the other Parties). 5.4 This Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other Parties. 5.5 Any waiver of any right or default under this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision of this Agreement will be effective unless it is granted in writing and signed by the Party granting the waiver and with the prior written consent of the Company. Any delay by any Party in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy (or to seek resolution of the grievance under the terms of this Article. In determining whether there has been any such failure to comply with any of the provisions of this Article, time shall be of the essence and any failure of the grievant to comply with any of the time limits prescribed herein shall be deemed to be a waiver of any other rights or remedies) and no single or partial exercise the right to seek resolution of any rights or remedy the grievance under this Agreement or otherwise shall prevent Article; provided, however, that the time limits prescribed herein may be extended in any further exercise specific instance by mutual agreement of the right parties or remedy (or the exercise of any other right or remedy)by oral agreement confirmed in writing. 5.6 This Agreement C. In the event that the administration fails to comply with any of the provisions of this Article, including time limits, the grievant(s) may add this allegation as an additional count if the grievance is appealed to Step Two. If the grievant(s) chooses not to appeal the original grievance to Step Two, the grievant(s) may file a procedural grievance at Step Two. The decision of the Commissioner or Commissioner’s designee regarding the alleged procedural violation shall be final. D. The resolution of a grievance at any step shall not be amended, changed or modified, except by another agreement in writing executed deemed to be an admission by the Parties heretoEmployer or the Association of any violation or breach of the terms of this Agreement, or that such grievance is judicially cognizable or legally sufficient pursuant to any applicable provisions of the laws of the Commonwealth nor shall it establish any precedent nor grant to the Association or any unit member standing to initiate proceedings or pursue a remedy in any other forum. E. A grievance may be withdrawn without prejudice at any level. F. The Employer agrees not to interfere, restrain, or coerce any unit member because of that unit member’s filing a grievance and/or that unit member’s participation in any of the grievance proceedings. G. Whenever possible grievance meetings shall be scheduled so as not to interfere with professional responsibilities of individuals involved. If it is necessary to meet with the employer during working hours, the grievant, one (1) Association representative who is a member of the bargaining unit, and necessary witnesses may attend without loss of time or compensation for such meetings. No grievance meetings to which a part-time unit member is a party or a witness shall be scheduled during the part-time unit member's work time unless the President of the College or the President’s designee authorizes such a meeting or has approved an alternate work schedule. The decision to authorize such a meeting during the part-time unit member’s work time shall be made by the President or a President’s designee whose actions are not the subject of the grievance. No part-time unit member shall receive reassigned time with pay.

General Provisions. 5.1 Each 18.1 This Agreement, and the attached specifications, contains the entire understanding between the parties hereto. 18.2 Neither this Agreement, any provision hereof, nor any agreement or provision included herein by reference, shall operate or be construed as being for the benefit of any third person. 18.3 Except as otherwise provided herein, or in any Rider attached hereto, neither the form of this Agreement, nor any language herein, shall be interpreted or construed in favor of or against either party hereto as the sole drafter thereof. 18.4 This Agreement is executed under current interpretation of applicable Federal, State, County, Municipal or other local statute, ordinance or law(s). However, each separate division (paragraph, clause, item, term, condition, covenant or agreement) herein shall have independent and severable status for the determination of legality, so that if any separate division is determined to be void or unenforceable for any reason, such determination shall have no effect upon the validity or enforceability of each other separate division, or any combination thereof. 18.5 This Agreement shall be construed and governed by the laws of the Parties confirms that it has received independent legal advice relating to all matters provided for state in this Agreement which the Facilities and agrees that the provisions of this Agreement Encroachment are fair and reasonablelocated. 5.2 Any term or provision of this Agreement which is invalid or unenforceable in 18.6 If any jurisdiction shall, as to that jurisdiction, be ineffective amount due pursuant to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as not paid by the due date, it will be subject to be unenforceableLicensor's standard late charge and will also accrue interest at eighteen percent (18%) per annum, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assertunless limited by local law, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceablethen at the highest rate so permitted. 5.3 This Agreement shall be binding on 18.7 Licensee agrees to reimburse Licensor for all reasonable costs (including attorney's fees) incurred by Licensor for collecting any amount due under the Agreement. 18.8 The provisions of this License are considered confidential and inure for the benefit of the successors of each of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (be disclosed to a third party without the prior written consent of the other Parties). 5.4 This Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pagesparty(s), each of which shall be an originalexcept: (a) as required by statute, with the same effect as if the signatures thereto and hereto were upon the same instrumentregulation or court order, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwiseb) to a parent, affiliate or subsidiary company, (c) to an auditing firm or legal counsel that are agreeable to the other Parties. 5.5 Any waiver confidentiality provisions, or (d) to Lessees of any right or default under this Agreement shall be effective only in Licensor's land and/or track who are affected by the instance given terms and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision conditions of this Agreement and will be effective unless it is granted maintain the confidentiality of this Agreement. 18.9 Within thirty (30) days of an overpayment in a cumulative total amount of One Hundred Dollars ($100.00) or more by Licensee to Licensor, Licensee shall notify Licensor in writing and signed by with documentation evidencing such overpayment. Licensor shall refund the Party granting the waiver and with the prior written consent actual amount of the Company. Any delay by any Party in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver Licensee’s overpayment within 120 days of the right or remedy (or a waiver Licensor’s verification of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy)such overpayment. 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

General Provisions. 5.1 Each of the Parties confirms that it has received independent legal advice relating 19.1 No amendment to all matters provided for or other variation in this Agreement and agrees that the provisions of this Agreement are fair and reasonable. 5.2 Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 This Agreement shall be binding on and inure for the benefit of the successors of each of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (without the prior written consent of the other Parties). 5.4 This Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other Parties. 5.5 Any waiver of any right or default under this Agreement shall be effective only unless it is in writing, dated and signed on behalf of all parties to this Agreement. 19.2 The obligations of the instance given and SFM Corporate Services Provider as stipulated herein (including the Services) shall not operate as preclude the SFM Corporate Services Provider, any director, officer or imply a waiver employee of the SFM Corporate Services Provider or any director, officer, employee or partner of any of its subsidiaries or its affiliates to engage in any other business or to devote his/her time and attention to the management or other aspects of any other business, whether of a similar or similar dissimilar nature, nor to limit or restrict the right of the SFM Corporate Services Provider or default on any subsequent occasion. No waiver of any provision of its subsidiaries or affiliates to engage in any other business or to render services of any kind to any other corporation, firm, individual or association. 19.3 The parties to this Agreement agree that they will co operate fully to do all such further acts and things and execute any further documents as may be effective unless it is granted in writing and signed necessary or desirable to give full effect to the arrangements contemplated by the Party granting the waiver and with the prior written consent of the Company. Any delay this Agreement. 19.4 No failure by any Party in exercising, or failure party to this Agreement to exercise, nor any delay in exercising any right or remedy of such party under this Agreement shall not constitute operate as a waiver of the right or remedy (or a waiver of thereof, nor shall any other rights or remedies) and no single or partial exercise of any rights right or remedy under this Agreement or otherwise shall prevent any further or other exercise of the right or remedy (thereof or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any other rights or remedies (whether provided by law or otherwise). 5.6 19.5 If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any relevant jurisdiction, neither the legality, validity or enforceability of the remaining provisions hereof nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall be in any way affected or impaired thereby. 19.6 This Agreement may be executed in any number of counterparts, all of which, taken together, shall not be amended, changed or modified, except constitute one and the same agreement and any party may enter into this Agreement by another agreement in writing executed by the Parties heretoexecuting a counterpart.

General Provisions. 5.1 Each 14.1 There shall be no right of the Parties confirms that it has received independent legal advice relating setoff or counterclaim in respect of any claim, debt or obligation against any payments to all matters Executive, his dependents, beneficiaries or estate, provided for in this Agreement. 14.2 The Company and Executive recognize that each party will have no adequate remedy at law for breach by the other of any of the agreements contained in this Agreement and, in the event of any such breach, the Company and agrees Executive hereby agree and consent that the provisions other shall be entitled to a decree of this Agreement are fair and reasonablespecific performance, mandamus or other appropriate remedy to enforce performance of such agreements. 5.2 14.3 No right or interest to or in any payments shall be assignable by Executive; provided, however, that this provision shall not preclude him from designating one or more beneficiaries to receive any amount that may be payable after his death and shall not preclude the legal representative of his estate from assigning any right hereunder to the person or persons entitled thereto under his will or, in the case of intestacy, to the person or persons entitled thereto under the laws of intestacy applicable to his estate. 14.4 No right, benefit or interest hereunder, shall be subject to anticipation, alienation, sale, assignment, encumbrance, charge, pledge, hypothecation, or setoff in respect of any claim, debt or obligation, or to execution, attachment, levy or similar process, or assignment by operation of law. Any term attempt, voluntary or involuntary, to effect any action specified in the immediately preceding sentence shall, to the full extent permitted by law, be null, void and of no effect. 14.5 No waiver by any party at any time of any breach by the other party of, or compliance with, any condition or provision of this Agreement which to be performed by such other party shall be deemed a waiver of any other provisions or conditions at the same time or at any prior or subsequent time. 14.6 Except as herein provided, Executive shall not have any present right, title or interest whatsoever in or to any investments that the Company may make to aid it in meeting is invalid or unenforceable obligations under this Agreement. Nothing contained in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and Executive or any other person. 14.7 In the event of Executive's death or a judicial determination of his incompetence, reference in any jurisdiction and, if any provision of this Agreement is so broad as agreement to be unenforceable, such provision Executive shall be interpreted deemed, where appropriate, to be only so broad as is enforceable. No party hereto shall assertrefer to his legal representative or, and each party hereto shall cause its respective affiliates not where appropriate, to assert, that this Agreement his Beneficiary or any part hereof is invalid, illegal or unenforceableBeneficiaries. 5.3 14.8 This Agreement shall be binding on upon and shall inure for to the benefit of Executive, his heirs and legal representatives, and the successors of each Company and its successors, including, without limitation, any corporate or corporations acquiring directly or indirectly all or substantially all of the Partiesassets of the Company whether by merger, but the Parties may not assignconsolidation, grant any security interest, hold on trust sale or otherwise transfer all or any (and such successors shall thereafter be deemed embraced with the term "the Company" for the purposes of their rights and obligations under this Agreement (without the prior written consent of the other PartiesAgreement). 5.4 14.9 In the event that any provision of this agreement, or portion thereof, shall be determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement and parts of such provision not so invalid or unenforceable shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law. 14.10 This Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages)counterparts, each of which shall be deemed an original. 14.11 For purposes of this Agreement, (a) employment or termination of employment of Executive shall mean employment or termination of employment with the same effect as if Company and all Affiliates, (b) Base Salary, Target Bonus, Five-Year Average Base Salary and Five-Year Average Actual Bonus shall include remuneration received by Executive from the signatures thereto Company and hereto were upon the same instrumentall Affiliates, and (c) the terms Defined Contribution Plan, Retirement Plan and Welfare Plan maintained or made available by the Company shall become effective when one or more counterparts have been signed by each include any such plans of any Affiliate of the Parties and delivered (by telecopy or otherwise) to the other PartiesCompany. 5.5 Any waiver 14.12 The validity, interpretation, construction, performance and enforcement of any right or default under this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision of this Agreement will be effective unless it is granted in writing and signed governed by the Party granting the waiver and with the prior written consent laws of the Company. Any delay by any Party in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver State of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy)Wisconsin. 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

General Provisions. 5.1 Each of the Parties confirms that it has received independent legal advice relating The following provisions apply to all matters provided for in this Agreement and agrees that the provisions paragraphs of this Agreement are fair and reasonable. 5.2 Any term or provision of Agreement: (a) upon Acceptance, this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 This Agreement shall be binding on and inure for the benefit of the successors of upon each of the Partiesparties and their respective heirs, but the Parties may not assignlegal representatives, grant any security interest, hold on trust or otherwise transfer all or any of their rights successors and obligations under assigns; (b) this Agreement (shall not be assigned by Purchaser without the prior written consent of Seller, which consent shall not be unreasonably withheld; (c) the term "Agreement" as used herein means this Residential Real Estate Purchase Agreement and all addenda, exhibits and amendments thereof; (d) this Agreement shall be governed and interpreted by the laws of the State of Ohio; (e) time is of the essence in the interpretation and implementation of this Agreement; (f) by signing this Agreement, Purchaser represents that all Purchasers are of legal age and capacity and have authority to enter into this Agreement; (g) by signing this Agreement, Seller represents that all Sellers are of legal age and capacity, have sole and complete authority to enter into this Agreement and to sell the Property and that the consent or approval of no other Parties). 5.4 This person or entity is required; (h) unless otherwise specified herein, all provisions of this Agreement shall survive Closing; (i) this Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages)counterparts, each of which shall be constitute an original; a fax or scanned copy shall constitute an executed original counterpart; (j) this Agreement may may not be executed by the parties, with or either of them, by electronic signature created through any program adopted and approved by the same effect as Toledo Regional Association of REALTORS® (if neither option is selected, then this Agreement may be executed by electronic signature by the signatures thereto and hereto were upon the same instrumentparties, and shall become effective when one or more counterparts have been signed either of them); (k) any notices required by each of the Parties and delivered (by telecopy or otherwise) to the other Parties. 5.5 Any waiver of any right or default under this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision of this Agreement will be effective unless it is granted in writing and signed shall be delivered personally, by U.S. mail, postage prepaid, by facsimile, or by e- mail, and shall be deemed to be given upon actual receipt or two (2) days after mailing, whichever first occurs; (l) receipt of any notice required by this Agreement by the Party granting the waiver and with the prior written consent agent of any party to this Agreement, shall be deemed receipt of the Company. Any delay notice by any Party in exercising, or failure that party; (m) unless expressly specified to exercise, any right or remedy under the contrary herein the term "days" shall mean calendar days; and (n) this Agreement shall contains the entire agreement between the parties and there are no agreements, representations or warranties, oral or written, which are not constitute a waiver of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy)set forth herein. 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

General Provisions. 5.1 Each (a) The Lender may exercise its rights with respect to the Stock Collateral held hereunder without being obligated to consider or take notice of any right of contribution, reimbursement, subrogation or marshaling of assets which any of the RSi Parties confirms that it has received independent legal advice relating may have or claim to have against any person or persons or with respect to any other collateral. No delay or omission on the part of the Lender in exercising any right hereunder shall operate as a waiver of such right or any other right under this Agreement. A waiver on any one occasion shall not be construed as a bar to or waiver of any right and/or remedy on any future occasion. (b) The Lender shall have no duty as to the collection or protection of the Stock Collateral held hereunder or of any income thereon, or as to the preservation of any rights pertaining thereto, beyond the safe custody of the Stock Collateral. (c) The Lender may assign this Agreement and, if assigned, the assignee shall be entitled to performance of all of eRoom's and RSi's obligations and agreements hereunder, and the assignee shall also be entitled to all matters provided for of the rights and remedies of the Lender hereunder. (d) The terms, warranties and agreements contained in this Agreement and agrees that the provisions of this Agreement are fair and reasonable. 5.2 Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 This Agreement shall be binding on bind and inure for to the benefit of the respective parties hereto, and their respective legal representatives, successors of each of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (without the prior written consent of the other Parties)assigns. 5.4 (e) This Agreement may not be executed in counterparts (including changed orally, but may be changed only by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other Parties. 5.5 Any waiver of any right or default under this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision of this Agreement will be effective unless it is granted agreement in writing and signed by the Party granting the waiver parties against whom enforcement of any waiver, change, modification or discharge is sought. (f) The provisions of Sections 12.3 and with the prior written consent 12.8 of the Company. Any delay by any Party in exercising, or failure to exercise, any right or remedy under Master Agreement are hereby incorporated into this Agreement shall not constitute a waiver of by this reference to the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy)fullest extent as if such Sections were set forth in their entirety herein. 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

General Provisions. 5.1 20.1 All currency exchange risks in respect of any Transactions, settlement actions or steps taken by GNS under this Agreement shall be borne by the Client. 20.2 If GNS commits a default as defined in the SFO and the Client thereby suffers a pecuniary loss, the Client shall have a right to claim under the Investor Compensation Fund established under the SFO, subject to the terms of the Investor Compensation Fund from time to time. 20.3 Each of GNS and the Client undertakes to notify the other in the event of any material change to the information (as specified in the Code of Conduct) provided in this Agreement. 20.4 The terms and conditions of this Agreement shall survive any changes or succession in the Client's business, including the Client's bankruptcy or death and will be binding on the Client's successor(s), personal representative(s) or permitted assign(s). 20.5 Time shall be of essence in relation to all matters arising under this Agreement. 20.6 Waiver of any right under this Agreement must be in writing signed by the party waiving such right. The rights, powers, remedies and privileges in this Agreement are cumulative and not exclusive of any rights, powers, remedies and privileges provided by law. Any failure or delay in exercising all or part of any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver to preclude any subsequent exercise of that right, power or privilege. 20.7 Each of the Parties confirms that it has received independent legal advice relating to all matters provided for provisions in this Agreement is several and agrees that distinct from the others and if any one or more of such provisions is or becomes invalid or unenforceable, the validity, legality and enforceability of this Agreement are fair and reasonablethe remaining provisions shall not in any way be affected or impaired thereby. 5.2 Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as 20.8 GNS shall have the right to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 This Agreement shall be binding on and inure for the benefit of the successors of each of the Parties, but the Parties may not assign, grant any security interest, hold on trust transfer or otherwise transfer dispose of all or any of their rights and its rights, interests or obligations in or under this Agreement (to its Affiliates as it thinks fit and without having to notify the Client or obtain the Client’s consent. The Client shall not assign, transfer or dispose of the Client’s rights, interests or obligations in or under this Agreement to any third party without the prior written consent of the other Parties)GNS. 5.4 This Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other Parties. 5.5 Any waiver of any right or default under this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision of this Agreement will be effective unless it is granted in writing and signed by the Party granting the waiver and with the prior written consent of the Company. Any delay by any Party in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy). 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

General Provisions. 5.1 Each of the Parties confirms that it has received independent legal advice relating to all matters provided for in this Agreement 1. Licensee acknowledges and agrees that this Agreement is not a contract for any specific period of time. Licensee’s use of the provisions licensed software is at-will. Either party is free to disengage at any time, for any reason, with or without notice. However the terms and conditions of the Confidentiality and Intellectual Properties remain in effect in perpetuity. To that end, any terms of this Agreement are fair that expressly extend or by their nature should extend beyond termination or expiration of this Agreement, shall survive and reasonablecontinue in full force and effect after any termination or expiration of this Agreement. 5.2 Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable2. No delay on the part of any party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 This Agreement shall be binding on and inure for in the benefit of the successors of each of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (without the prior written consent of the other Parties). 5.4 This Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other Parties. 5.5 Any waiver exercise of any right or default under this Agreement remedy shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision of this Agreement will be effective unless it is granted in writing and signed by the Party granting the waiver and with the prior written consent of the Company. Any delay by any Party in exercisingthereof, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise by any party of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (shall preclude an additional or further exercise thereof or the exercise of any other right or remedy). 5.6 3. This Agreement is being delivered and executed in the State of California, and the validity, construction, and the enforceability of this Agreement shall be governed in all respects by the laws of the State of California, without regard to the principles of comity or conflicts of laws of such state. 4. This Agreement may be executed in any one or more counterparts, each of which shall constitute an original, no other counterpart needing to be produced, and all of which, when taken together, shall constitute but one and the same instrument. 5. It is the desire of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies in each jurisdiction in which enforcement might be sought. Accordingly, whenever possible, each of the provisions of this Agreement shall be construed and interpreted in such a manner as to be effective and valid under California law. If any provision of this Agreement or the application of any provision of this Agreement to any party or circumstance shall be prohibited by, or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition without invalidating the remainder of such provision, any other provision of this Agreement, or the application of such provision to other parties or circumstances. 6. This agreement constitutes the entire agreement between Licensee and the Licensor regarding the subject matter of this Agreement and supersedes all other agreements, whether written, oral, or implied, regarding the subject matter of this Agreement. 7. The headings of paragraphs herein are merely for convenience of reference and shall not affect the interpretation of any of the provisions hereof. Whenever the context so requires, the plural shall include the singular and vice versa. 8. Prior to this agreement; Licensee acknowledges Licensee has had sufficient time to review and request changes prior to entering into the agreement. To that end, the Parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event of any ambiguity or a question of intent or interpretation arises, this Agreement shall be amended, changed or modified, except by another agreement in writing executed construed as being jointly drafted by the Parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement. 9. Licensee agrees to prior to engagement of any future endeavors to advise all future employers, clients, or other parties which may be affected by the contents, obligations and restrictions contained within this agreement. 10. Licensor may, in its sole discretion and without prior notice revise this License. Licensor shall post any revision to this License to the Licensor’s website, and the revision shall be effective immediately on such posting. Licensee agrees to review this License and other online policies posted on Licensor’s website periodically to be aware of any revisions. Licensee agrees that, by continuing to use or access the website or the licensed Software following notice of any revision, Licensee shall abide by and be bound to any such revision. 11. In consideration of the value to the Licensee and company, the contents and obligations included within this document is agreed by all parties to be sufficient to deem the agreement acceptable. In the event a third-party reviews this document and is requested or required to mediate, arbitrate, judge or otherwise become involved to settle a dispute. The following requests are made by both parties when considering the content and implications of the conditions and obligations contained: A. Each party asserts that the terms conditions, obligations and restrictions contained within this document are obvious in their intent. From each of the individuals points of reference, the company is attempting by this document to preserve confidential information / trade secrets from enhancing the wisdom, business plan or method of operation, guidance or information which would result in an increased ability for the Licensee in the future to compete or otherwise disseminate the same or diminish the company as a result of the licensing of the 000Xxxx.xxx software to the Licensee for their scene documentation and report generation efforts. B. Each party asserts that without the benefit of sharing confidential/ trade secrets the ability of the Licensee to benefit from the software would be greatly diminished. Specifically providing a license to use the software without the benefit of sharing information including confidential information or trade secrets the value to the Licensee would be valueless. C. Each party requests that during any dispute resolution process, that the arbiter (or other similar individual) consider the overall goals and agreements contained and not to hold each letter, word or paragraph of the document which if removed or diminished the ability to protect the company in maintaining confidentiality and or trade secrets as result of the information gleaned during the Licensee paid or unpaid subscription period. D. Each party asserts and agrees that every contract or agreement held to aggressive legal scrutiny can be breached, minimized or otherwise nullified. Each party is willing to defer to common sense interpretation and application during any dispute resolution process. E. Each party asserts and agrees that this contract / agreement are flawed. It is and was the intent of the parties to enter into these agreements for the purposes allowing an opportunity for Licensee to benefit from the company’s software product. In part the purpose of this agreement is to preserve the companies’ confidentiality, confidential information and trade secrets. X. Each party asserts and agrees that this contract / agreement could have been assembled, refined and made better through independent legal analysis. All parties have elected to forgo that process (and the likely significant additional legal costs) and to depend upon the terms and conditions contained within this document and the common sense, implications contained.

General Provisions. 5.1 Each No failure of a party to exercise any power given hereunder or to insist upon strict compliance with any obligation specified herein, and no custom or practice at variance with the Parties confirms that it has received independent legal advice relating to all matters provided for in this Agreement and agrees that the provisions of this Agreement are fair and reasonable. 5.2 Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shallterms hereof, as to that jurisdiction, be ineffective to the sole extent shall constitute a waiver of such party’s right to demand exact compliance with the terms hereof. Unenforceability or invalidity or unenforceability without rendering invalid or unenforceable the remainder for any reason of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Restated Agreement is so broad as shall not limit or impair the operation, validity or enforceability of any other provision of this Restated Agreement. This Restated Agreement contains the entire agreement of the parties hereto with respect to be unenforceableits subject matter, such provision and no representations, inducements, promises or agreements, oral or otherwise, between the parties not embodied herein shall be interpreted to be only so broad as is enforceableof any force or effect whatsoever. No party hereto amendments, conditions, deletions, modifications or changes to or of this Restated Agreement, or purported or alleged waiver of any provision hereof, shall assert, be of any force or effect whatsoever unless reduced to writing and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 signed by the parties hereto. This Restated Agreement shall be binding on upon and inure for to the benefit of the parties hereto and their respective heirs, administrators, executors, personal representatives, successors of each and assigns. Time is of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any essence of their rights and obligations under this Agreement (without the prior written consent of the other Parties). 5.4 Restated Agreement. This Restated Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages)multiple counterparts, each of which shall be constitute an original, with but all of which taken together shall constitute one and the same effect as if agreement. The headings and captions in this Restated Agreement are included for convenience and reference only and in no way define, limit, extend or describe the signatures thereto and hereto were upon scope of this Restated Agreement, or the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other Parties. 5.5 Any waiver of any right or default under this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver intent of any provision hereof. The parties do hereby covenant and agree to execute and deliver such documents as may be legally necessary or otherwise appropriate to carry out the terms of this Restated Agreement will at the Closing herewith. This Restated Agreement is executed in, is performable under and shall be effective unless it is granted governed by and construed in writing and signed by the Party granting the waiver and accordance with the prior written consent laws of the Company. Any delay State of North Carolina, to which jurisdiction the parties, by any Party in exercisingtheir execution hereof, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy)hereby consent. 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

General Provisions. 5.1 Each of the Parties confirms that it has received independent legal advice relating 8.1 This Agreement will be governed and construed in accordance with 42 U.S.C. § 1396r-8 and all other applicable federal law and regulations as those laws and regulations may be amended from time to all matters provided for in this Agreement and agrees that the provisions of this Agreement are fair and reasonabletime. 5.2 8.2 Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as notice required to that jurisdiction, be ineffective given pursuant to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement will be in writing and will be sent by parcel delivery service (UPS, FedEx or DHL). Notice to the Department will be sent to the Department Notice Address identified on the first page of this Agreement. Notice to the Manufacturer will be sent to the Manufacturer Notice Address identified on the first page of this Agreement. 8.3 Manufacturer agrees to be bound by the laws of the State of Iowa and agrees that this Agreement shall be construed and interpreted in accordance with Iowa law without giving effect to the conflicts of laws provisions thereof. This provision does not supersede federal law to the extent federal law is applicable and controlling. 8.4 Nothing herein shall be construed or interpreted as limiting or otherwise affecting the Department’s or Manufacturer’s ability to pursue its rights arising out of the terms and conditions of the Agreement in the event that a dispute between the parties is not otherwise resolved. 8.5 Manufacturer and the agents and employees of the Manufacturer in the performance of this Agreement will act in an independent capacity and not as officers, employees or agents of the State of Iowa. 8.6 In the event of a transfer in ownership of Manufacturer, this Agreement shall be automatically assigned to the new owner subject to the conditions of this Agreement. If this Agreement is assigned by the Manufacturer, pursuant to this section, the Manufacturer shall notify the Department of the new Manufacturer contact information and assignee shall be fully responsible for compliance with all terms and conditions of the Agreement applicable to the Manufacturer. 8.7 Nothing in this Agreement will be construed so as to require the commission of any jurisdiction and, if act contrary to law. If any provision of this Agreement is so broad as found to be invalid or illegal by a court of law, or inconsistent with federal requirements, this Agreement will be construed in all respects as if any invalid, unenforceable, such or inconsistent provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assertwere eliminated, and each party hereto shall cause its respective affiliates not without any effect on any other provision. The parties agree to assertnegotiate replacement provisions, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 This Agreement shall be binding on and inure for to afford the parties as much of the benefit of the successors their original bargain as is possible. 8.8 The Department and Manufacturer declare that this Agreement, including Contracted Products Attachment, contains a total integration of each of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under of both parties. There are no extrinsic conditions, collateral agreements or undertakings of any kind. In regarding this Agreement (as the full and final expression of their contract, it is the express intention of both parties that any and all prior or contemporaneous agreements, promises, negotiations or representations, either oral or written, relating to the subject matter and period of time governed by this Agreement which are not expressly set forth herein are to have no force, effect, or legal consequences of any kind. 8.9 The following provisions of this Agreement may be altered by an amendment in writing signed by both parties and approved by the appropriate Department: • Effective Date identified on the first page of this Agreement • Contracted Products Attachment The remainder of this Agreement will not be altered except by an amendment in writing signed by both parties and approved by CMS and the Department. Any modification to this Agreement to include non-Medicaid population groups must be authorized by CMS. 8.10 Neither party contemplates any circumstances under which indemnification of the other party would arise. Nevertheless, should such circumstances arise, the Manufacturer agrees to indemnify, defend and hold harmless the State of Iowa, its officers, agents and employees from any and all claims and losses accruing or resulting to any person, firm or corporation who may be injured or damaged by the Manufacturer in the performance of this Agreement. 8.11 Except for transfer in ownership of Manufacturer as described in Section 8.6, this Agreement is not assignable by the Manufacturer either in whole or in part without the prior written consent of the other Parties)Department, which will not unreasonably be withheld. This Agreement is not assignable by the Department either in whole or in part without the written consent of the Manufacturer, which will not unreasonably be withheld. 5.4 This Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other Parties. 5.5 Any waiver of any right or default 8.12 Performance under this Agreement shall be effective only in contingent on the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision authorization of this Agreement will be effective unless by CMS. 8.13 It is the Department’s belief that the business arrangement contemplated by this Agreement is not subject to the provisions of 42 U.S.C. § 1320a-7b(b) prohibiting illegal remuneration. Should the above provisions apply, it is granted the Department’s belief that the business arrangement contemplated by this Agreement meets the discount exception found in writing 42 U.S.C. § 1320a-7b(b)(3)(A), which excludes from prohibited activities the practice of discounting or other reductions in price obtained by a provider of services or other entity under a Federal health care program, if the reduction in price is properly disclosed and signed appropriately reflected in the costs claimed or charges made by the Party granting provider or entity under a Federal health care program. The Department currently provides CMS full and unfettered access to all information held by the waiver and with Department regarding the prior written consent implementation of the Company. Any delay by Iowa Medicaid Program, and shall continue to do so. 8.14 Noncompliance with any Party in exercisingobligations hereunder due to force majeure, such as acts of God, laws or regulations of any government, war, terrorism, civil commotion, destruction of production facilities and materials, fire, earthquake, storm, labor disturbances, shortage of materials, failure to exerciseof public utilities or common carriers, and any right or remedy under this Agreement other causes beyond the reasonable control of the parties, shall not constitute a waiver breach of this Agreement. Manufacturer NDC Product Description Tier1 Formula2 Contracted Rate Comments The Tier represents the right number of brand drugs that may be preferred/recommended in the Contracted Product PDL/RDL category. Manufacturers may submit offers for any or remedy all Tiers. • Tier 1 - The Contracted Product will be the only preferred/recommended brand product in the PDL/RDL category. • Tier 2 - The Contracted Product will be one of no more than two preferred/recommended brand products in the PDL/RDL category. • Tier 3 - The Contracted Product will be one of no more than three preferred/recommended brand products in the PDL/RDL category. • Tier 4 - The Contracted Product will be preferred/recommended (or a waiver offer places no limitation on the number of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of preferred/recommended brand products in the right or remedy (or the exercise of any other right or remedyPDL/RDL category). 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

General Provisions. 5.1 Each (1). This Trust Agreement and the trust created hereunder shall be construed, regulated and governed in all respects, not only as to administration but also as to validity and effect, by the laws of the Parties confirms that it has received independent legal advice relating State of New York in effect from time to all matters provided for time. (2). The references in this Trust Agreement to the Internal Revenue Code shall mean the Internal Revenue Code of 1986, as amended, and agrees that the shall include corresponding provisions of this Agreement are fair and reasonableall subsequently enacted Federal tax laws. 5.2 (3). Any term or provision of this Trust Agreement prohibited by law, or which is invalid would cause the Employee Grantor Trust to any extent to fail or unenforceable cease to be a grantor trust as described in Section I.(3). hereof, shall be to such extent ineffective, without invalidating the remaining provisions hereof. (4). Amounts held in the Trust Fund may not be anticipated, assigned, alienated, pledged, encumbered or subjected to attachment, garnishment, levy, execution or other legal or equitable process, except to the extent specifically permitted herein or as otherwise required by law. (5). Any notice required under this Trust Agreement shall be delivered (a) personally, (b) by next day courier service (e.g., Federal Express or UPS), or (c) by certified or registered mail, return receipt requested, addressed as follows (or to such other address as any jurisdiction party may so notify the other party): If to the Trustee: Chief Fiduciary Officer Fidelity Personal Trust Services 00 Xxxxxxxxxx Xxxxxx, X00X Xxxxxx, XX 00000-0000 If to the Grantor: To the address specified in Item 2 of Schedule A of this Agreement. If to the Administrator: Xxxxxx Xxxxxx International Inc. Attention: Any notice required under this Trust Agreement may be waived by the person entitled to such notice. Any notice to or from the Grantor under this Trust Agreement shall, as to that jurisdictionin the event of the Grantor’s death, be ineffective provided to or by the Beneficiary(ies) designated by the Grantor under this Trust Agreement. If more than one Beneficiary has been designated, the Grantor shall designate one Beneficiary who shall be entitled to provide any notice required to the sole extent of such invalidity Administrator or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceableTrustee. 5.3 (6). This Agreement shall be binding on all persons entitled to payments from the Trust Fund and inure for their respective heirs and legal representatives, and on the benefit Trustee and its successors. (7). The Administrator, acting on behalf of the successors of each of Grantor (and with the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (without the prior written consent of the Grantor for any amendment other Parties). 5.4 This Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pagesthan as to ministerial matters), each of which may from time to time amend this Trust Agreement in any respect, provided, however, that no such amendment shall be an originalchange the duties, with the same effect as if the signatures thereto and hereto were upon the same instrumentresponsibilities, and shall become effective when one or more counterparts have been signed by each compensation of the Parties and delivered (by telecopy Trustee without its written consent or otherwise) shall cause any amount held in the Trust Fund to be payable to the Company or to any person other Parties. 5.5 Any waiver of any right than the Grantor, the Grantor’s Beneficiary(ies) or default under this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision of this Agreement will be effective unless it is granted in writing and signed by the Party granting the waiver and with the prior written consent of the Company. Any delay by any Party in exercisingestate, or failure to exercisethe Trustee as compensation for services, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy)reimbursement for payment to its agents. 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

General Provisions. 5.1 Each (a) This Agreement, together with the Omnibus ------------------ SERP, the terms of which are incorporated herein by reference, set forth all of the Parties confirms that it has received independent legal advice relating promises, agreements, conditions, understandings, warranties, and representations between the parties with respect to all matters provided for the benefits described hereunder, and there are no promises, agreements, conditions, understandings, warranties, or representations, oral or written, express or implied with respect to the benefits hereunder other than as set forth in the Omnibus SERP and this Agreement. Any modifications or any waivers of any provision contained in this Agreement shall not be valid unless made in writing and agrees that signed by the person or persons sought to be bound by such waiver or modification. (b) All benefits hereunder shall be payable from the general assets of the Bank. All costs or expenses in connection with the administration of this Agreement shall be borne by the Bank. (c) The provisions of this Agreement are fair severable and reasonableif any one or more of the provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions, and any partially unenforceable provision to the extent enforceable in any jurisdiction, shall nevertheless be binding and enforceable. 5.2 Any term or (d) The waiver by Centura of a breach by the Participant of any provision of this Agreement which is invalid shall not operate or unenforceable in be construed as a waiver of any jurisdiction shall, as to that jurisdiction, be ineffective to subsequent breach by the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining Participant. (e) The terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 This Agreement shall be binding on upon and shall inure for to the benefit of the parties hereto and their successors and assigns, including, without limitation, Participant's beneficiary, the estate of each Participant, as well as the executors, administrators, and trustees of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (without the prior written consent of the other Parties)such estate. 5.4 This Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages)f) Participant acknowledges that he has received, each of which shall be an originalread, and is familiar with the same effect as if Omnibus SERP, which contains certain additional provisions governing the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other Partiesbenefits granted hereunder. 5.5 Any waiver (g) The provisions of any right or default under this Agreement shall be effective only construed in accordance with the laws of the State of North Carolina to the extent not pre- empted by the laws of the United States of America, including ERISA. (h) Capitalized terms used in this Agreement and not otherwise defined herein shall have the meaning set forth in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision Omnibus SERP. (i) For purposes of this Agreement will be effective unless it Agreement, the term "Discount Rate" means the interest rate used from time to time for determining single sum distributions under the Qualified Plan for the month in which a determination is granted in writing and signed by the Party granting the waiver and with the prior written consent of the Company. Any delay by any Party in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy)being made. 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

General Provisions. 5.1 Each 15.1 Terms in the Agreement that appear in all capital letters, other than the names of the Parties confirms that it has received independent legal advice relating to all matters provided for and article headings, have meanings as defined under Article 1, unless separately defined in the body of Articled 2 through Article 15. 15.2 Article headings are inserted in this Agreement for convenience of reference only and agrees no construction, meaning, interpretation or inference shall be derived from them. 15.3 This Agreement is not assignable by Licensee except with the prior written consent of ATCC unless being assigned to corporate successor of Licensee or assigned o a person r entity acquiring all or substantially all of the business and assets of the division or divisions of Licensee involved in the development and Sale of Licensed Products. Notwithstanding the foregoing, ATCC may assign its rights hereunder; provided, however, that such assignment of ATCC’s rights hereunder shall be subject to all of the provisions terms of this Agreement are fair and reasonableAgreement. 5.2 Any 15.4 No term or provision of this Agreement which is invalid shall be waived and no breach excused unless such waiver for consent shall be in writing and signed by an authorized representative of each of the Parties hereto. No waiver of a breach shall be deemed to be a waiver of a different or unenforceable subsequent breach. Failure by either Party to enforce, or a delay in exercising, or a partial exercise of any jurisdiction shall, covenants or rights or remedies under this Agreement shall not be deemed or construed as to that jurisdiction, be ineffective to the sole extent a waiver of such invalidity rights, nor shall waiver by either Party in one or unenforceability without rendering invalid more instances be construed as constituting a continuing waiver or unenforceable as a waiver in other or subsequent instances. 15.5 This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by an authorized representative of each of the remainder of such Parties hereto. 15.6 In the event any term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as determined to be invalid or unenforceable, such the remaining provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, remain in full force and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceableeffect. 5.3 This Agreement shall be binding on and inure for the benefit of the successors of each of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (without the prior written consent of the other Parties). 5.4 This Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other Parties. 5.5 Any waiver of any right or default under this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision of this Agreement will be effective unless it is granted in writing and signed by the Party granting the waiver and with the prior written consent of the Company. Any delay by any Party in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy). 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

General Provisions. 5.1 Each of 19.1 The Grantee shall not assign, delegate, sub-contract or otherwise transfer the Parties confirms that it has received independent legal advice relating to all matters provided for in this Agreement and agrees that the provisions benefit or burden of this Agreement are fair and reasonable. 5.2 Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 This Agreement shall be binding on and inure for the benefit of the successors of each of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (without the prior written consent of the other Parties)GNI. 5.4 19.2 No amendment, variation or modification of this Agreement will be valid unless confirmed in writing by the authorised signatories of each of the Parties. 19.3 This Agreement may be executed entered into in any number of counterparts (including and by facsimile or electronically transmitted signature pages)the Parties to it on separate counterparts, each of which when so executed and delivered shall be an original, with but all the same effect as if counterparts shall together constitute the signatures thereto one and hereto were upon the same instrument. 19.4 Any liability of any Party under the provisions of this Agreement may in whole or in part be released, varied, impounded or compromised by such Party under any liability without it in any way prejudicing or affecting its rights against any other Party under the same or a like liability whether joint and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy several or otherwise) . No failure by any Party to the other Parties. 5.5 Any waiver enforce any provision or term of any right or default under this Agreement shall be effective only in the instance given and shall not operate construed as or imply a waiver of such provisions or of the right thereafter of the Party to enforce the same. 19.5 If any other of the provisions (or similar right or default on any subsequent occasion. No waiver of any provision part thereof) of this Agreement will is found by a court of competent jurisdiction or any other competent authority to be effective unless void, invalid or unenforceable, it is granted in writing and signed by the Party granting the waiver and with the prior written consent of the Company. Any delay by any Party in exercising, or failure shall be deemed to exercise, any right or remedy under be deleted from this Agreement and the remaining provisions (or part thereof) shall not constitute be affected and shall continue to apply. The Parties shall then negotiate in good faith in order to agree terms of a waiver of mutually satisfactory provision to be substituted for the right provision found to be void, invalid or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy)unenforceable. 5.6 19.6 This Agreement shall not be amendedconstrued as establishing or implying any partnership or joint venture between the Parties and, changed save as expressly provided in this Agreement, nothing in this Agreement shall be deemed to constitute any of the Parties as the agent of any other Party or modifiedauthorise any Party (i) pledge the credit of or otherwise bind or oblige the other Party, except by (ii) make any representation or warranty on behalf of another agreement Party, or, (iii) commit another Party in any way whatsoever, without in each case obtaining that Party’s prior written consent. 19.7 Where the Grantee is neither a company nor an incorporated entity with a distinct legal personality of its own, the individuals who enter into and sign this Agreement on behalf of the Grantee shall be jointly and severally liable for the Grantee's obligations and liabilities arising under this Agreement. 19.8 A notice given to a Party under or in connection with this Agreement shall be in writing executed and sent to the Party at the address first set out in this Agreement or as otherwise notified in writing to the other Party. Any such notice shall be deemed to have been served or delivered at the time of delivery, if delivered by the Parties heretohand, or if sent by post, 72 hours after posting.

General Provisions. 5.1 Each ‌ A. Any member(s) of the Parties confirms bargaining unit may initiate and pursue a grievance through the first (1st) two (2) steps of the grievance procedure without intervention of the Association, provided that it has received independent legal advice relating a representative of the Association shall be afforded the opportunity to all matters be present at any conferences held; and provided for in further that any disposition made of any grievance under this Agreement and agrees that Article shall not be inconsistent with the terms of this Agreement. Any member of the bargaining unit may be represented by the Association at any step of the grievance procedure. B. Failure of a grievant(s) to comply with any of the provisions of this Agreement are fair and reasonable. 5.2 Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, Article shall be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as deemed to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 This Agreement shall be binding on and inure for the benefit of the successors of each of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (without the prior written consent of the other Parties). 5.4 This Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other Parties. 5.5 Any waiver of any right or default under this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision of this Agreement will be effective unless it is granted in writing and signed by the Party granting the waiver and with the prior written consent of the Company. Any delay by any Party in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy (or to seek resolution of the grievance under the terms of this Article. In determining whether there has been any such failure to comply with any of the provisions of this Article, time shall be of the essence and any failure of the grievant to comply with any of the time limits prescribed herein shall be deemed to be a waiver of any other rights or remedies) and no single or partial exercise the right to seek resolution of any rights or remedy the grievance under this Agreement or otherwise shall prevent Article; provided, however, that the time limits prescribed herein may be extended in any further exercise specific instance by mutual agreement of the right parties or remedy (or the exercise of any other right or remedy)by oral agreement confirmed in writing. 5.6 This Agreement C. In the event that the administration fails to comply with any of the provisions of this Article, including time limits, the grievant(s) may add this allegation as an additional count if the grievance is appealed to Step Two. If the grievant(s) chooses not to appeal the original grievance to Step Two, the grievant(s) may file a procedural grievance at Step Two. The decision of the Commissioner or Commissioner’s designee regarding the alleged procedural violation shall be final. D. The resolution of a grievance at any step shall not be amended, changed or modified, except by another agreement in writing executed deemed to be an admission by the Parties heretoEmployer or the Association of any violation or breach of the terms of this Agreement, or that such grievance is judicially cognizable or legally sufficient pursuant to any applicable provisions of the laws of the Commonwealth nor shall it establish any precedent nor grant to the Association or any unit member standing to initiate proceedings or pursue a remedy in any other forum. E. A grievance may be withdrawn without prejudice at any level. F. The Employer agrees not to interfere, restrain, or coerce any unit member because of that unit member’s filing a grievance and/or that unit member’s participation in any of the grievance proceedings. G. Whenever possible grievance meetings shall be scheduled so as not to interfere with professional responsibilities of individuals involved. If it is necessary to meet with the employer during working hours, the grievant, one (1) Association representative who is a member of the bargaining unit, and necessary witnesses may attend without loss of time or compensation for such meetings. No grievance meetings to which a part-time unit member is a party or a witness shall be scheduled during the part-time unit member's work time unless the President of the College or the President’s designee authorizes such a meeting or has approved an alternate work schedule. The decision to authorize such a meeting during the part-time unit member’s work time shall be made by the President or a President’s designee whose actions are not the subject of the grievance. No part-time unit member shall receive reassigned time with pay.

General Provisions. 5.1 Each 7.1. The parties agree that the covenants and promises set forth in paragraphs 4, 5 and 6 shall survive the termination of the Parties confirms that it has received independent legal advice relating to all matters provided for in this Agreement and agrees that continue in full force and effect for the provisions time periods set forth therein. 7.2. Except as otherwise provided in paragraph 6.2 above, failure to insist upon strict compliance with any term hereof shall not be considered a waiver of any such term. 7.3. This Agreement, along with any other document or policy or practice referenced herein (which are collectively referred to as "Agreement" herein), contain the entire agreement of the parties regarding Executive's employment and supersede any prior written or oral agreements or understandings relating to the same. No modification or amendment of this Agreement are fair shall be valid unless in writing and reasonablesigned by or on behalf of both parties. 5.2 Any term 7.4. If Executive's employment terminates, for any reason whatsoever, he shall immediately tender his written resignation from the Board, if applicable, which resignation the Chairman may or provision of this Agreement may not accept. 7.5. Executive represents and warrants to Company that he is not now under, or bound to be under in the future, any obligation to any person, firm or corporation which is invalid or unenforceable would be inconsistent or in conflict with this Agreement, or that would prevent, limit, or impair in any jurisdiction shall, as to that jurisdiction, be ineffective to way the sole extent performance of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceablehis obligations hereunder. 5.3 This 7.6. Once signed by both parties, this Agreement shall be binding on upon and shall inure for to the benefit of the successors of each heirs, successors, and assigns of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (without the prior written consent of the other Parties)parties. 5.4 7.7. This Agreement may is intended to be executed performed in counterparts (including by facsimile accordance with, and only to the extent permitted by, all applicable laws, ordinances, rules and regulations. If any provisions of this Agreement, or electronically transmitted signature pages)the application thereof to any person or circumstance, each shall, for any reason and to any extent, be held invalid or unenforceable, such invalidity and unenforceability shall not affect the remaining provisions hereof and the application of such provisions to other persons or circumstances, all of which shall be an originalenforced to the greatest extent permitted by law. 7.8. The validity, with the same effect as if the signatures thereto and hereto were upon the same instrumentconstruction, and shall become effective when one or more counterparts have been signed by each interpretation of this Agreement and the rights and duties of the Parties and delivered (parties hereto shall be governed by telecopy or otherwise) the laws of the Commonwealth of Pennsylvania, without reference to the other PartiesPennsylvania choice of law rules. 5.5 7.9. Any waiver written notice required or permitted hereunder shall be mailed, certified mail (return receipt requested) or hand-delivered, addressed to Company's Chairman at Company's then principal office, or to Executive at the most recent home address. Notices are effective upon receipt. 7.10. The rights of any right or default Executive under this Agreement shall be effective solely those of an unsecured general creditor of Company. 7.11. The headings in this Agreement are inserted for convenience of reference only in the instance given and shall not operate as be a part of or imply a waiver of any other control or similar right or default on any subsequent occasion. No waiver affect the meaning of any provision hereof. 7.12. To the extent that any provisions of this Agreement will be effective unless it is granted in writing and signed by the Party granting the waiver and do not comply with the prior written consent Code Section 409A, which would cause Executive to incur any additional tax or interest under Code Section 409A, such terms of the Company. Any delay by any Party in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy). 5.6 This Agreement shall not be amended, changed or deemed to be modified, except to the extent reasonably possible to do so, and applied by another agreement Company in writing executed by the Parties hereto.a manner to be consistent with Code Section 409A.

General Provisions. 5.1 Each of the Parties confirms that it has received independent legal advice relating to all matters provided for in this Agreement and agrees that the provisions of this Agreement are fair and reasonable. 5.2 Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 (a) This Agreement shall be binding on governed by and inure for construed in accordance with the benefit laws of the successors State of each Delaware, except that the Parties recognize that to the extent that any term of this Agreement must be interpreted in light of the Partieslaw of the state in which a Seconded Employee is employed, but the Parties may not assignthose terms shall be interpreted accordingly. (b) Any notice, grant any security interest, hold on trust demand or otherwise transfer all communication required or any of their rights and obligations permitted under this Agreement (without the prior written consent shall be in writing and delivered personally, by reputable courier or by telecopier, and shall be deemed to have been duly given as of the date and time reflected on the delivery receipt, if delivered personally or sent by reputable courier service, or on the automatic telecopier receipt, if sent by telecopier, addressed as follows: Rice Energy Inc. 000 Xxxxxxxxx Xxxxx Xxxxxxxxxx, Xxxxxxxxxxxx 00000 Attention: General Counsel Facsimile: 724.746.6725 Rice Midstream Partners LP c/o Rice Midstream Management LLC 000 Xxxxxxxxx Xxxxx Xxxxxxxxxx, Xxxxxxxxxxxx 00000 Attention: General Counsel Facsimile: 724.746.6725 A Party may change its address for the purposes of notices hereunder by giving notice to the other PartiesParties specifying such changed address in the manner specified in this Section 6(b). 5.4 (c) This Agreement may be amended or modified from time to time only by the written agreement of Rice Energy and the MLP. (d) This Agreement may be executed in any number of counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if all signatory Parties had signed the signatures thereto same document. All counterparts shall be construed together and hereto were upon shall constitute one and the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other Parties. 5.5 Any waiver of any right or default under this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of (e) If any provision of this Agreement will or the application thereof to any person or circumstance shall be effective unless it held invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law. (f) To the extent any Party is granted prevented by Force Majeure from performing its obligations, in writing whole or in part, under this Agreement, and signed by the if such Party granting the waiver (“Affected Party”) gives notice and with the prior written consent details of the CompanyForce Majeure to the other Parties as soon as reasonably practicable, then the Affected Party shall be excused from the performance with respect to any such obligations (other than the obligation to make payments). Any delay by “Force Majeure” means any act of God, fire, flood, storm, explosion, terrorist act, rebellion or insurrection, loss of electrical power, computer system failures, finding of illegality, strikes and labor disputes or any similar event or circumstance that prevents a Party in exercising, or failure to exercise, any right or remedy from performing its obligations under this Agreement shall Agreement, but only if the event or circumstance: (i) is not constitute a waiver within the reasonable control of the right or remedy Affected Party; (or a waiver of any other rights or remediesii) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise is not the result of the right fault or remedy negligence of the Affected Party; and (or iii) could not, by the exercise of any other right due diligence, have been overcome or remedy)avoided. 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

General Provisions. 5.1 Each 8.1 The Lessee may assign or dispose of any of its rights, or sub-contract or otherwise delegate any of its rights under this Agreement to any third party, in whole or in part, at any time. The Lessor may not without the written consent of the Parties confirms that it has received independent legal advice relating Lessee (not to all matters provided for in be unreasonably withheld or delayed), assign, mortgage, charge any of its rights or sub- contract or otherwise delegate any of its obligations under this Agreement and agrees that the provisions of this Agreement are fair and reasonableAgreement. 5.2 Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 8.2 This Agreement shall will extend to and be binding on upon and inure for to the benefit of the respective heirs, executors, administrators, successors and assignees, of each of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under party to this Agreement (without the prior written consent of the other Parties)Agreement. 5.4 8.3 This Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which and shall be effective when each party has executed a counterpart. Each counterpart shall constitute an originaloriginal of this Agreement. 8.4 Nothing in this Agreement shall create or be deemed to create a partnership or the relationship of employer and employee between the parties. 8.5 A person who is not a party to this Agreement may not enforce any of its terms. 8.6 This Agreement contains the entire agreement between the parties with respect to the subject matter of this Agreement, supersedes all previous agreements and understandings between the parties with respect thereto. 8.7 This Agreement may not be modified except by an instrument in writing signed by the same effect as if duly authorized representatives of the signatures thereto and hereto were upon parties. 8.8 Each party acknowledges that, in entering into this Agreement, it does not do so on the same instrumentbasis of, and shall become effective when one does not rely on, any representation, warranty or more counterparts have been signed other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by each of the Parties and delivered (statute or common law are by telecopy or otherwise) this Agreement excluded to the other Parties. 5.5 Any waiver of any right or default under fullest extent permitted by law. Nothing in this Agreement shall be effective only in the instance given and shall not operate read or construed as excluding any liability or imply remedy as a waiver result of any other or similar right or default on any subsequent occasion. No waiver of fraud. 8.9 If any provision of this Agreement will be effective unless it is granted in writing and signed by the Party granting the waiver and with the prior written consent of the Company. Any delay held by any Party court or other competent authority to be void or unenforceable in exercisingwhole or part, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver continue to be valid as to the other provisions of this Agreement and the remainder of the right or remedy (or affected provision. 8.10 If there is a waiver conflict between any provision of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement and any relevant regulatory or otherwise shall prevent any further exercise statutory provisions in the jurisdiction where the Property is located, the relevant regulatory or statutory provisions of the right jurisdiction in which the property is located will prevail and such provisions of the Agreement will be amended or remedy (or the exercise of any other right or remedy)deleted as necessary in order to comply therewith. 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

General Provisions. 5.1 Each Section 29.1 The headings of the Parties confirms that several sections are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this AGREEMENT. Section 29.2 This AGREEMENT shall not be binding upon the parties until it has received independent legal advice relating to all matters provided for in this Agreement been signed herein below by or on behalf of each party, and agrees that as of the provisions EFFECTIVE DATE. Section 29.3 No amendment or modification of this Agreement are fair and reasonable. 5.2 Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as to be unenforceable, such provision AGREEMENT shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement valid or any part hereof is invalid, illegal or unenforceable. 5.3 This Agreement shall be binding on and inure for the benefit of the successors of each of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (without the prior written consent of the other Parties). 5.4 This Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other Parties. 5.5 Any waiver of any right or default under this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision of this Agreement will be effective parties unless it is granted made in writing and signed by both parties. Section 29.4 This AGREEMENT embodies the Party granting the waiver and with the prior written consent entire understanding of the Companyparties and supersedes all previous communications, representations or understandings, either oral or written, between the parties relating to the subject matter hereof, including without limitation the three license agreements referenced in the preamble of this AGREEMENT. Section 29.5 The provisions of this AGREEMENT are severable, and in the event that any provision of this AGREEMENT shall be determined to be invalid or unenforceable under any controlling body of the law, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof. Section 29.6 This AGREEMENT may be signed in counterparts, each of which when taken together shall constitute one fully executed document. Any delay by Each individual executing this AGREEMENT on behalf of a legal entity does hereby represent and warrant to each other person so signing that he or she has been duly authorized to execute this AGREEMENT on behalf of such entity. Section 29.7 In the event of any Party in exercisinglitigation, arbitration, judicial reference or other legal proceeding involving the parties to this AGREEMENT to enforce any provision of this AGREEMENT, to enforce any remedy available upon default under this AGREEMENT, or failure to exercise, any right or remedy seeking a declaration of the rights of either party under this Agreement AGREEMENT, the prevailing party shall not constitute a waiver be entitled to recover from the other such attorneys’ fees and costs as may be reasonably incurred, including the costs of the right reasonable investigation, preparation and professional or remedy (expert consultation incurred by reason of such litigation, arbitration, judicial reference, or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy)legal proceeding. 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

General Provisions. 5.1 7.1 Time is and will be of the essence of each and every provision of this Agreement. 7.2 Each of the Parties confirms that it has received independent legal advice relating parties will, at their respective expense, execute and deliver all such further documents and instruments, give all such further assurances, and do all such acts and things as the other or its solicitors may, either before or after the Closing Date, reasonably require to carry out the full intent and meaning of this Agreement. 7.3 This Agreement contains the whole agreement between the Vendor and the Purchaser in respect of the subject matter hereof and supersedes and replaces all matters provided for prior negotiations, communications and correspondence in respect of the subject matter hereof. There are no warranties, representations, terms, conditions or collateral agreements, express or implied, statutory or otherwise, other than as expressly set forth in this Agreement. 7.4 This Agreement will ensure to the benefit of and agrees be binding upon the parties and each of them and their respective heirs, successors, liquidators, executors and permitted assigns. No party may assign any of its right, title or interest in, to or under this Agreement, nor will any such purported assignment be valid amongst the parties hereto, except with the prior written consent of all parties hereto, such consent not to be unreasonably withheld. 7.5 This Agreement is being delivered in and is intended to be performed in British Columbia, and shall be construed and interpreted in accordance with the laws of British Columbia and the laws of Canada applicable therein. The parties irrevocably attorn to the jurisdiction of the arbitrators and courts of British Columbia and the venue for any actions or arbitrations arising out of this Agreement will be Vancouver, British Columbia. 7.6 Any notices required or permitted to be given under this Agreement will be in writing and will be duly and properly given and received if delivered, telecopied, emailed or mailed by prepaid post, in each case addressed to the intended recipient at its respective address appearing on the first page of this Agreement (or at such other address as a party may from time to time designate by notice in writing to the other parties in accordance with this section), and any such notice will be deemed to have been given and received, if delivered, when delivered to such address, and if telecopied or emailed, on the next business day after the telecopying or emailing of the same or, if mailed, on the tenth business day after depositing the same in any post office in Canada unless postal service is disrupted after the mailing of such notice, in which case the party giving notice will forthwith give such notice in another permitted manner. 7.7 No amendment, waiver, termination or variation of the terms, conditions, warranties, covenants, agreements and undertakings set out herein will be of any force or effect unless the same is reduced to writing duly executed by all parties hereto in the same manner and with the same formality as this Agreement is executed. 7.8 In the event that any date on which any action is required to be taken or by which notice is to be received hereunder is not a Business Day, such action shall be required to be taken on and such notice shall be required to be received by the next succeeding day which is a Business Day. 7.9 No waiver of any of the provisions of this Agreement are fair will constitute a waiver of any other provision (whether or not similar) and reasonableno waiver will constitute a continuing waiver unless otherwise expressly provided. 5.2 Any term or provision of 7.10 The representations, warranties, covenants and agreements contained in this Agreement which is invalid or unenforceable shall not merge in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable Closing and shall continue in full force and effect from and after the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assertClosing Date. 7.11 This Agreement, and each party hereto shall cause its respective affiliates not to assertany certificates or other writing delivered in connection herewith, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 This Agreement shall be binding on and inure for the benefit of the successors of each of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (without the prior written consent of the other Parties). 5.4 This Agreement may be executed in any number of counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if all parties had all signed the signatures thereto same documents, and hereto were upon all such counterparts and adopting instruments will be construed together and will constitute one and the same instrument. The execution of this Agreement and any other writing by any party hereto or thereto will not become effective until counterparts hereof or thereof, as the case may be, have been executed by all the parties hereto or thereto, and shall become effective when one executed copies delivered to each party who is a party hereto or more counterparts have been signed thereto. Such delivery may be made by facsimile transmission of the execution page or pages, hereof or thereof, to each of the Parties and delivered (other parties by telecopy the party signing the particular counterpart, provided that forthwith after such facsimile transmission, an originally executed execution page or otherwise) pages is forwarded by prepaid express courier to each of the other Parties. 5.5 Any waiver of any right or default under this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision of this Agreement will be effective unless it is granted in writing and signed parties by the Party granting party signing the waiver and with the prior written consent of the Company. Any delay by any Party in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy)particular counterpart. 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

General Provisions. 5.1 Each of 8.1. Employee may not assign or transfer any right, claim or obligation provided herein. 8.2. Employee shall not be entitled to any additional bonus, payment or other compensation in connection with Employee’s employment with the Parties confirms that it has received independent legal advice relating Company, other than as provided herein. 8.3. The Company shall withhold, or charge Employee with, all taxes and other compulsory payments as required under applicable law with respect to all matters payments, benefits and/or other compensation paid to Employee in connection with Employee’s employment with the Company. 8.4. The Company shall be entitled to assign or transfer any right, claim or obligation provided herein. 8.5. The Company shall be entitled to offset from any and/or all payments to which Employee shall be entitled thereof, any and/or all amounts to which the Company shall be entitled from Employee at such time; and for that purpose Employee hereby irrevocably authorizes and instructs the Company to offset from any amounts which may be due or owing to Employee from the Company, all amounts to which the Company shall be entitled from Employee at any time. 8.6. The Company’s failure or delay in this Agreement and agrees that enforcing any of the provisions of this Agreement are fair and reasonable. 5.2 Any term or provision of this Agreement which is invalid or unenforceable shall not, in any jurisdiction shall, as to that jurisdictionway, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad construed as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 This Agreement shall be binding on and inure for the benefit of the successors of each of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (without the prior written consent of the other Parties). 5.4 This Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other Parties. 5.5 Any waiver of any right or default under this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any such provisions, or prevent the Company thereafter from enforcing each and every other or similar right or default on any subsequent occasion. No waiver of any provision of this Agreement will be effective unless it is granted in writing and signed by the Party granting the waiver and with the prior written consent of the Company. Any delay by any Party in exercisingAgreement, or failure to exercise, any right or remedy under this Agreement shall including those which were previously not constitute a waiver of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy)enforced. 5.6 8.7. This Agreement shall not be amended, changed modified or modifiedvaried by any oral agreement or representation other than by a written instrument executed by both parties, except by another or their duly authorized representatives. 8.8. This Agreement shall be interpreted and construed in accordance with the laws of the State of Israel. The parties submit to the exclusive jurisdiction of the competent courts of the city of Tel Aviv in any dispute related to this Agreement. 8.9. This Agreement and the Non-Compete Agreement constitute the entire agreement of the parties hereto with respect to the subject matters hereof, and supersede all prior agreements and understandings between the parties with respect thereto. 8.10. Captions and paragraph headings used in this Agreement are for convenience purposes only and shall not be used for the interpretation thereof. 8.11. Notices given hereunder shall be in writing executed and shall be deemed to have been duly given on the date of personal delivery, on the date of postmark if mailed by certified or registered mail, or on the Parties heretodate sent by facsimile upon transmission and electronic confirmation of receipt or (if transmitted and received on a non-business day) on the first business day following transmission and electronic confirmation of receipt, addressed as set forth above or such other address as either party may designate to the other in accordance with the aforesaid procedure. 8.12. The parties agree that this Agreement constitutes, among other things, notification in accordance with the Notice to Employee Law (Terms of Employment), 2002.

General Provisions. 5.1 Each 22.1 Distributor is an independent party and shall in no respect be or be deemed to be an employee of B or to be an agent of or subject to the authority of or authorized to bind B. 22.2 This Agreement is not assignable by either Party without the written consent of the Parties confirms other except that it has received independent legal advice relating B may assign this Agreement, in whole or in part, or any or all of the rights and obligations under this Agreement, to all matters provided for any of its affiliated companies or to a successor or purchaser of the assets involved in the manufacture of the Products, without the prior consent of Distributor. 22.3 Any notice under this Agreement shall be sent by registered mail to the appropriate Party’s address first mentioned above, return receipt requested, and agrees that the provisions of this Agreement are fair and reasonableshall be effective upon dispatch. 5.2 Any 22.4 This Agreement represents the entire agreement between Distributor and B with respect to the subject matter dealt with under this Agreement, and supercedes all prior agreements, understandings, representations, undertakings or negotiations, whether written or oral, between the Parties with respect to such subject matter. 22.5 This Agreement shall not be modified except by a written instrument executed by duly authorized representatives of the Parties. 22.6 In the event any term or provision of this Agreement which is invalid shall for any reason be held invalid, illegal or unenforceable in any jurisdiction shallrespect, as to that jurisdictionsuch invalidity, be ineffective to the sole extent of such invalidity illegality or unenforceability without rendering invalid shall not affect any other term or unenforceable the remainder of provision under this Agreement, and this Agreement shall be interpreted and construed as if such term or provision or provision, to the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof extent which it is invalid, illegal or unenforceable, had never been contained in this Agreement. 5.3 22.7 The failure of either Party at any time to require performance by the other Party of any provision of this Agreement shall in no way affect the full right to require such performance at any time thereafter, nor shall the waiver by either Party of a breach of any provision of this Agreement constitute a waiver of any succeeding breach of the same or any other such provision nor constitute a waiver of the provision itself. 22.8 This Agreement is written in the English language and shall be binding on and inure for the benefit of the successors of each of the Parties, but the Parties may not assign, grant prevail over any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (without the prior written consent of the other Parties)translation thereof. 5.4 22.9 This Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages)any number of counterparts, each of which when so executed shall be an original, with original but all counterparts together shall constitute one and the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other Partiesagreement. 5.5 Any waiver of any right or default under this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision of this Agreement will be effective unless it is granted in writing and signed by the Party granting the waiver and with the prior written consent of the Company. Any delay by any Party in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy). 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

General Provisions. 5.1 Each 8.1 Client will not directly or indirectly solicit or offer employment to, or accept from others, services by an employee of GEIS xxxing the Parties confirms that it has received independent legal advice relating to all matters provided performance of Services by said employee and for in this Agreement and agrees that the six (6) months thereafter. 8.2 The provisions of this Agreement are fair and reasonable. 5.2 Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to for the sole extent benefit of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assertparties, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 This Agreement shall be binding on and inure for the benefit of the successors of each of the Parties, but the Parties any other persons or legal entities. 8.3 Neither party may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under assign this Agreement (without the prior written consent of the other Parties)party, which consent will not be unreasonably withheld; provided, however, that either party may assign this Agreement, without consent, to a successor in interest to substantially all of the business of that party to which the subject matter of this Agreement relates. 5.4 8.4 If any part or parts of this Agreement are held to be invalid, the remaining parts of the Agreement will continue to be valid and enforceable. 8.5 This Agreement may will be executed in counterparts (including governed by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each law of the Parties State of Maryland, excluding its conflict-of-laws rules. Each party waives the right to jury trial in any suit based upon or arising out of this Agreement 8.6 The export or re-export of any Program by Client might require authorization by a U.S. government agency. It is Client's responsibility to determine and delivered (by telecopy comply with any such requirement, including, if necessary, making timely application in its own name for any export license which might be required., 8.7 The headings in this Agreement are for reference purposes only; they will not affect the meaning or otherwise) to construction of the other Partiesterms of this Agreement. 5.5 8.8 Any waiver action of any right kind by either party arising out of this Agreement must be commenced within two (2) years from the date the right, claim, demand or default cause of action shall first arise. 8.9 Any notice under this Agreement shall be given in writing by personal delivery or by mail directed to the address of the party which is set forth in this Agreement or to such other address as may be substituted by notice to the other party. All notices shall be effective only in the instance given upon receipt. 8.10 The provisions of Sections 3.2, 4.1, 6.1, 6.2, 8.5, 8.6, and 8.8 shall not operate as survive any termination or imply a waiver expiration of any other Task Description or similar right or default on any subsequent occasionof this Agreement. 8.11 This Agreement (including the applicable Task Descriptions) contains the complete and exclusive understanding of the parties with respect to the subject matter hereof. No waiver waiver, alteration, or modification of any provision of this Agreement the provisions hereof will be effective binding unless it is granted in writing and signed by the Party granting the waiver and with the prior written consent a duly authorized representative of the Companyparty to be bound. Any delay Neither the course of conduct between the parties nor trade usage will act to modify or alter the provisions of this Agreement. If Client issues a purchase order or other similar document it shall be for Client internal purposes and, therefore, even if it is acknowledged by any Party in exercisingGEIS, xxe terms and conditions of such purchase order or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy (or a waiver of any other rights or remedies) and similar document will have no single or partial exercise of any rights or remedy under effect on this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy)Services. 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

General Provisions. 5.1 Each 08.01 The agreement constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreement, representations, and understandings of the Parties confirms that it has received independent legal advice relating to parties hereto. No supplement, modification, or amendment of this agreement shall be binding unless executed in writing by all matters provided for in this Agreement and agrees that the parties. No waiver of any of the provisions of this Agreement are fair and reasonable. 5.2 Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as to be unenforceable, such provision agreement shall be interpreted to be only so broad as is enforceabledeemed, or shall constitute a waiver of any other provisions, whether or not similar, nor shall any waiver constitute a continuing waiver. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 This Agreement waiver shall be binding on and inure for unless executed in writing by the benefit of party making the successors of each of waiver. 08.02 This contract is not assignable by the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (parties hereto without the prior express advance written consent of the other Parties)party. If assigned, this contract shall inure to the benefit of, and be binding upon, the heirs, legal representatives, successors and assigns of each party hereto. 5.4 08.03 The parties hereto understand that the law offices representing RAS has, in regards to the negotiation and preparation of this agreement, represented only RAS herein. SCHOOL has been advised to seek independent counsel in regards to the review of this complex legal document and has either done so or declined to do so. 08.04 This Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which contract shall be an original, governed by and construed in accordance with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each laws of the Parties state of California and delivered (by telecopy or otherwise) to any venue within the other PartiesCounty of Alameda, South County Branch. 5.5 08.05 Any waiver action brought by a party hereto seeking to enforce this agreement or seeking remedies for the breach of any right or default under this Agreement agreement shall entitle the prevailing party to reasonable attorney’s fees and costs. 08.06 It shall be effective only the responsibility of SCHOOL to provide a fully executed short form agreement, in the instance given form of EXHIBIT “A” hereto, on behalf of each TRAINEE who participates in the PROGRAM. SCHOOL warrants to RAS full compliance with this paragraph and shall not operate as or imply a waiver of will indemnify RAS for any other or similar right or default on any subsequent occasion. No waiver costs, including reasonable attorney’s fees, expended in the enforcement of any provision of this Agreement will be effective unless it is granted in writing and signed by the Party granting the waiver and with the prior written consent of the Company. Any delay by agreement as to any Party in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy)TRAINEE. 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

General Provisions. 5.1 Each 20.1 This Master Agreement shall be construed, governed, interpreted, and applied in accordance with the laws of the Parties confirms that it has received independent legal advice relating State of New Jersey, without giving effect to the principles of conflict of laws. 20.2 This Master Agreement contains the entire understandings of the parties with respect to the subject matter herein, and cancels all matters provided for in previous agreements (oral and written), negotiations and discussions, dealing with the same subject matter including the Letter of Intent dated July 20, 2000, as amended, between the parties. The parties, from time to time during the term of this Agreement and agrees that Master Agreement, may modify any of the provisions of this Agreement are fair and reasonablehereof only by an instrument in writing duly executed by the parties. 5.2 Any term 20.3 References to any Schedule, Appendix, Attachment or provision of Exhibit attached to this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Master Agreement or any part hereof Work Order shall be deemed to incorporate the entire contents of the Schedule, Appendix, Attachment or Exhibit by reference, as if it were fully set forth in the Master Agreement or Work Order to which it is invalid, illegal or unenforceableattached. 5.3 This 20.4 No failure or delay on the part of a party in either exercising or enforcing any right under this Master Agreement shall be binding on and inure for the benefit of the successors of each of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any Work Order will operate as a waiver of, or impair, any such right. No single or partial exercise or enforcement of their rights and obligations under this Agreement (without any such right will preclude any other or further exercise or enforcement thereof or the prior written consent exercise or enforcement of the any other Parties). 5.4 This Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other Parties. 5.5 Any right. No waiver of any such right or default under this Agreement shall will have effect unless given in a signed writing. No waiver of any such right will be effective only in the instance given and shall not operate as or imply deemed a waiver of any other right. 20.5 If any part or similar right parts of this Master Agreement or default on a Work Order are held to be illegal, void or ineffective, the remaining portions of the Master Agreement or Work Order shall remain in full force and effect. If any subsequent occasionof the terms or provisions are in conflict with any applicable statute or rule of law, then such term(s) or provision(s) shall be deemed inoperative to the extent that they may conflict therewith, and shall be deemed to be modified or conformed with such statute or rule of law. No waiver In the event of any provision of this Agreement will be effective unless it ambiguity respecting any term or terms hereof, the parties agree to construe and interpret such ambiguity in good faith in such a way as is granted appropriate to ensure its enforceability and viability. Neither party shall assert against the other that the compensation arrangement provided in writing and signed by the Party granting the waiver and with the prior written consent of the Company. Any delay by any Party in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise Work Order is ground for voiding the Agreement or Work Order, or rendering the same unenforceable. 20.6 The headings contained in this Master Agreement and any Work Order are used only as a matter of convenience, and in no way define, limit, construe or describe the right scope or remedy (or the exercise intent of any other right section of this Master Agreement or remedy)such Work Order. 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

General Provisions. 5.1 Each 8.1. Employee shall not be entitled to any additional bonus, payment or other compensation in connection with his employment with Company, other than as provided herein or as determined by the Company’s Board of the Parties confirms that it has received independent legal advice relating Directors. 8.2. Company shall withhold, or charge Employee with, all taxes and other compulsory payments as required under applicable law with respect to all matters payments, benefits and/or other compensation paid to Employee in connection with his employment with Company. 8.3. Company shall be entitled to offset from any and/or all payments to which Employee shall be entitled thereof, any and/or all amounts to which Company shall be entitled from Employee at such time, provided for however that, in connection with the Options and/or Shares only, any offset under this Agreement Section 8.3, shall be limited to amounts to which Company shall be entitled from Employee due to payment of taxes and agrees that other compulsory payments in connection with the Options and/or Shares. 8.4. Company’s failure or delay in enforcing any of the provisions of this Agreement are fair shall not, in any way, be construed as a waiver of any such provisions, or prevent Company thereafter from enforcing each and reasonable. 5.2 Any term or every other provision of this Agreement which is invalid were previously not enforced. 8.5. Notices given hereunder shall be in writing and shall be deemed to have been duly given on the date of personal delivery, on the date of postmark if mailed by certified or unenforceable in any jurisdiction shallregistered mail, or on the date sent by facsimile upon transmission and electronic confirmation of receipt or (if transmitted and received on a non-business day) on the first business day following transmission and electronic confirmation of receipt, addressed as to that jurisdiction, be ineffective set forth above or such other address as either party may designate to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable other in accordance with the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceableaforesaid procedure. 5.3 8.6. This Agreement shall be binding on interpreted and inure for construed in accordance with the benefit laws of the successors State of each Israel. The parties submit to the exclusive jurisdiction of the Partiescompetent courts of the State of Israel in any dispute related to this Agreement. 8.7. This Agreement consti­tutes the entire agreement of the parties hereto with respect to the subject matters hereof, but supersedes all prior agreements and understandings between the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights parties with respect thereto. 8.8. Captions and obligations under paragraph headings used in this Agreement (without the prior written consent of the other Parties). 5.4 This Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other Parties. 5.5 Any waiver of any right or default under this Agreement shall be effective are for convenience purposes only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision of this Agreement will be effective unless it is granted in writing and signed by used for the Party granting the waiver and with the prior written consent of the Company. Any delay by any Party in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy)interpretation thereof. 5.6 8.9. This Agreement shall not be amended, changed modified or modified, except varied by another any oral agreement in writing or representation other than by a written instrument executed by the Parties heretoboth parties or their duly authorized representatives.

General Provisions. 5.1 Each of the Parties confirms that it has received independent legal advice relating to all matters provided for 12.1 Nothing in this Agreement is intended to or shall operate to create a partnership between MANUFACTURER and agrees that the provisions MAH or, other than as specifically set forth in this Agreement, to authorise either party to act as agent for the other, and neither Party shall have authority to act in the name or on behalf of this Agreement are fair and reasonable. 5.2 Any term or provision of this Agreement which is invalid or unenforceable otherwise to bind the other in any jurisdiction shall, as to that jurisdiction, be ineffective way (including but not limited to the sole extent making of such invalidity any representation or unenforceability without rendering invalid warranty, the assumption of any obligation or unenforceable liability and the remainder exercise of such term any right or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 This Agreement shall be binding on and inure for the benefit of the successors of each of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (without the prior written consent of the other Partiespower). 5.4 12.2 This Agreement may be executed in counterparts (including by facsimile merges and supersedes any prior or electronically transmitted signature pages)contemporaneous written or oral agreements between the parties with respect to the subject matter hereof, except for the Quality Agreement referenced herein and the Mutual Non Disclosure Agreement between the parties dated 26th April 2010, each of which shall remain in full force and effect. This Agreement may be an original, with modified or amended only by the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been written instrument signed by an authorized representative of each of the Parties and delivered (by telecopy or otherwise) to the other Parties. 5.5 Any waiver of any right or default under this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasionparty hereto. No waiver of any provision of this Agreement will shall be effective unless it is granted set forth in writing and signed a written instrument executed by the Party granting party hereto waiving a breach or default hereunder. No consent to or waiver of any breach or default in the performance of any obligation hereunder shall be deemed or construed to be a consent to or waiver and with of any other breach or default in the prior written consent performance of the Companysame or any other obligation hereunder. Any delay by Failure on the part of any Party in exercising, party hereto to complain of any act or failure to exerciseact of any other party hereto or to declare any other party hereto in default of any obligation hereunder, any right or remedy under this Agreement irrespective of how long such failure continues, shall not constitute a waiver of the right or remedy (rights hereunder. 12.3 Either party may assign this Agreement in connection with a merger, consolidation, or a waiver sale or transfer of all or substantially all of the assets to which this Agreement relates. This Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the respective parties. In the event of assignment permitted by this Agreement, the assigning party will give prompt written notice to the other. MANUFACTURER should verify in advance with the MAH that any proposed assignment will not result in re-registration of PRODUCTS with the Japanese Authorities. Any assignment of this Agreement effected in accordance with the provisions hereof shall also serve to assign the Quality Agreement. 12.4 If a tribunal of competent jurisdiction should find any provision of this Agreement or of the Quality Agreement invalid or unenforceable, such provision will be deemed reformed to the minimal extent necessary to preserve its intent and render it valid and enforceable, and if reformation is not practicable, the invalid provision will be deemed severable and the balance of the Agreement or of the Quality Agreement, as the case may be, will remain enforceable to the full extent permitted by Law. 12.5 This Agreement and the Quality Agreement will be governed by and construed in accordance with the laws of Japan. All disputes or controversies arising between the parties out of or in relation to this Agreement or the Quality Agreement shall be finally settled by arbitration in Tokyo, Japan in accordance with the Commercial Arbitration Rules of The Japan Commercial Arbitration Association with all proceedings conducted and all submissions made in the English language. The award rendered by the arbitrator shall be final and binding upon the parties hereto. 12.6 All obligations herein, including those which survive the termination of this Agreement, will be binding upon the successors and permitted assigns of each party. 12.7 All capitalized terms used in this Agreement or in the Quality Agreement that are not expressly defined herein will have the meanings commonly associated with such terms in the medical device industry. Headings are solely for convenience and will not govern interpretation of this Agreement or to the Quality Agreement. 12.8 The principle that contracts will be construed against the draftsman will not apply to this Agreement or the Quality Agreement. 12.9 The official text of this Agreement and of the Quality Agreement shall be in the English language, and such English text shall be controlling in all respects, notwithstanding any translation hereof required under the laws and regulations of Japan. Both MANUFACTURER and the MAH undertake to use the English language in respect of all documents and communications related to this Agreement or the Quality Agreement or contemplated hereby, except where another language must be used under the Law. In any such case, MANUFACTURER may request an English translation from MAH and such English translation will be supplied to MANUFACTURER by the MAH if the parties agree the charge and other rights conditions upon mutual consultation. MANUFACTURER hereby acknowledges that such English translation is made only for MANUFACTURER’s reference and shall not be deemed as any official or remediescertified documents. 12.10 Notices permitted or required by this Agreement or the Quality Agreement will be in writing, addressed to a principal at the other party, and effective when (i) hand delivered, including by reputable courier service, (ii) delivered by facsimile, provided that the sender retains proof of successful time-dated transmission of such electronic transmission, and provided further that such electronic transmissions received after 5 p.m. by the recipient will be deemed effective on the next business day, and (iii) mailed by certified or registered mail, postage prepaid, return receipt requested, properly addressed to the recipient as set forth below, provided that delivery will be deemed to have occurred six (6) days after the date of the initial post-xxxx. If to MANUFACTURER: Oxford Immunotec Ltd. 00X Xxxxxx Xxxx Abingdon, Oxfordshire OX14 4RY England Facsimile: +00 0000 000000 Attention: Chief Scientific Officer If to the MAH RIKEN GENESIS CO., LTD., 3F Tappan Building East, 0-0-0 Xxxxx, Xxxxx-xx, Xxxxx 000-0000 XXXXX Facsimile: +00 0 0000 0000 Attention: Chief Executive Officer Communications between the parties with respect to the subject matter of this Agreement or the Quality Agreement may be effected through email and between representatives of the parties who are not officers of the party. Email may also be used to communicate any approval that may be required by this Agreement or the Quality Agreement (e.g., the approval described in Article 5.7 hereof), but no single approval transmitted via email will be binding on a party unless and until (i) it is sent by an officer of the party or partial exercise another representative of any rights or remedy the party specifically authorised in writing to issue approvals under this Agreement or otherwise shall prevent any further exercise of and (ii) its receipt by the right or remedy receiving party is confirmed in writing (or the exercise of any other right or remedywhich may be effected via email). 5.6 12.11 All Appendixes attached hereto are a part of this Agreement. In the event of any inconsistency between any provision in any Appendix and the body of this Agreement, the body of this Agreement will control. 12.12 This Agreement and the Quality Agreement may be executed in one or more counterparts, each of which constitutes an original but all of which together constitute one document, and by facsimile transmission or by portable document format (pdf), which facsimile and pdf signatures shall not be amended, changed or modified, except by another agreement in writing considered original executed by counterparts. No counterpart shall be effective until each party has executed at least one counterpart. 12.13 All of the Parties heretoprovisions of Section 12 shall survive the termination of this Agreement and the termination of the Quality Agreement.

General Provisions. 5.1 Each 15.1 This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the Parties confirms state of California, without regard to conflicts of laws principles. 15.2 The relationship of LICENSEE and LICENSOR established by this Agreement is that it has received of independent legal advice relating to all matters provided for contractors. Nothing in this Agreement shall be construed to create any other relationship between LICENSEE and agrees LICENSOR. Neither party shall have any right, power or authority to assume, create or incur any expense, liability or obligation, expressed or implied, on behalf of the other. 15.3 This Agreement is binding upon and shall inure to the benefit of LICENSOR, its successors and assigns, and shall be binding upon and shall inure to the benefit of LICENSEE and the successor to all or substantially all of its assets or business to which this Agreement relates, but shall not otherwise be assignable or assigned by LICENSEE without prior written approval by LICENSOR being first obtained, provided, however, that LICENSOR will not unreasonably withhold its approval if the provisions intended assignee from LICENSEE is a Licensee which is at least as capable of commercializing and exploiting the Patent Rights as was LICENSEE when this Agreement was entered into. 15.4 In the event either party hereto is prevented from or delayed in the performance of any of its obligations hereunder by reason of acts of God, war, strikes, riots, storms, fires, or any other cause whatsoever beyond the reasonable control of the party, the party so prevented or delayed shall be excused from the performance of any such obligation to the extent and during the period of such prevention or delay. 15.5 Any notice or other communication required by this Agreement shall be made in writing and shall be deemed to have been properly given if delivered in person, or by first class certified mail, or via overnight courier, or by facsimile transmission provided that facsimile transmissions are promptly confirmed by first class mail, to the other party at the appropriate address as set forth below, or to such other address as may be designated in writing by the parties from time to time during the term of this Agreement. Any such notice shall be deemed to have been served on the date received by the addressee. INmune Bio, Inc. Immune Ventures, LLC 0000 Xxxxxxxx Xxx., Xxxxx 000 0000 0xx Xxx., Xxxxx 0000 Xx Xxxxx, XX 00000 Xxxxxxx, XX 00000 (000) 000-0000 (000) 000-0000 15.6 This Agreement are fair and reasonable. 5.2 Any term may not be altered, amended or provision of this Agreement which is invalid or unenforceable modified in any jurisdiction shall, as way except by a written document signed by both parties. The failure of a party to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if enforce any provision of this Agreement is so broad as shall not be construed to be a waiver of the right of such party thereafter to enforce that provision or any other provision or right. 15.7 Headings included herein are for convenience only, do not form a part of this Agreement and shall not be used in any way to construe or interpret this Agreement. 15.8 If any provision of this Agreement shall be found by a court to be void, invalid or unenforceable, such provision the same shall be interpreted reformed to be only comply with applicable law or stricken if not so broad as is enforceableconformable. No party Such holding shall have no effect on the remaining provisions of this Agreement and they shall continue in full force and effect. 15.9 Neither LICENSOR, nor any employees, officers, or agents thereof assume any responsibility for the manufacture, product specifications, sale or use of the Patent Rights or the Licensed Products or Licensed Services which are manufactured by or sold by LICENSEE. 15.10 The parties hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, acknowledge that this Agreement or any part hereof is invalidsets forth the entire agreement and understanding of the parties hereto as to the subject matter hereof, illegal or unenforceableand supersedes all prior discussions, agreements and writings in respect hereto. 5.3 This Agreement shall be binding on and inure for the benefit of the successors of each of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (without the prior written consent of the other Parties). 5.4 15.11 This Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages)counterparts, each of which shall be deemed an original, with the same effect as if the signatures thereto but both or which together shall constitute one and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other Parties. 5.5 Any waiver of any right or default under this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision ///Remainder of this Agreement will be effective unless it page is granted in writing and signed by the Party granting the waiver and with the prior written consent of the Company. Any delay by any Party in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy). 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.intentionally left blank///

General Provisions. 5.1 Each (i) Customer shall permit the assignment of any invoice (in whole or in part) to a third party (factoring) and shall execute notices of consent and other documentation reasonably necessary to permit such assignment. Except as set out in this Section, neither Party has the right or power to assign any of its rights, or delegate the performance of any of its duties, under this Agreement without the prior written authorization of the Parties confirms that it has received independent legal advice relating other Party, which authorization will not be unreasonably withheld, conditioned or delayed. (ii) The failure of either Party to all matters provided for in assert any of its rights under this Agreement shall not be deemed to constitute a waiver of that Party’s right thereafter to enforce each and agrees that the provisions every provision of this Agreement in accordance with its terms. (iii) The subject headings of this Agreement are fair included for purposes of convenience only and reasonableshall not affect the construction or interpretation of any of its provisions. 5.2 Any term (iv) In the event that any provision hereof is found invalid or provision unenforceable pursuant to a final judicial decree or decision (or arbitration award), the remainder of this Agreement which will remain valid and enforceable according to its terms. In the event of such partial invalidity, the Parties shall seek in good faith to agree on replacing any such legally invalid provision with a provision that, in effect, will most nearly and fairly approach the effect of the invalid provision. (v) This Agreement is invalid or unenforceable written in English. The Parties may translate this Agreement into any other language and execute counterparts thereof as so translated but, in any jurisdiction shalland all events, the English language version of this Agreement, as to that jurisdictionexecuted by the Parties, will be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions controlling version of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceablewill prevail for all purposes. 5.3 This Agreement shall be binding on and inure for the benefit of the successors of each of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (without the prior written consent of the other Parties). 5.4 vi) This Agreement may be executed in any number of counterparts (including and by facsimile or electronically transmitted signature pages)the Parties in separate counterparts, each of which shall when so executed and delivered will be deemed to be an originaloriginal and all of which counterparts, with the same effect as if the signatures thereto taken together, will constitute one and hereto were upon the same instrument. Delivery of an executed counterpart of this Agreement by fax or other electronic means will have the same force and effect as a manual signature delivered in person. (vii) Except for Purchase Orders, changes to such Purchase Orders and shall become effective when one other commercial communications, which may be sent by e-mail, fax or more counterparts have been signed by each of such other means as the Parties may agree, all notices and other communications required or permitted under this Agreement must be in writing and delivered (in person or dispatched by telecopy or otherwise) a nationally recognized overnight courier service to the other Partiesapplicable Party at the address specified for such Party in the Separation Agreement. Notices will be deemed duly given upon receipt by the receiving Party or upon such Party’s refusal to accept delivery. 5.5 Any waiver of any right (viii) This Agreement, together with the Exhibits hereto and the documents delivered hereunder, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements between the Parties, whether written or default under oral, relating to the same subject matter, including the 2020 Supply Agreement and the First Amendment to Supply Agreement. No modification, amendments or supplements to this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of for any other or similar right or default on any subsequent occasion. No waiver of any provision of this Agreement will be effective purpose unless it is granted in writing and signed by each Party. Approvals or consents hereunder of a Party shall also be in writing. (ix) For purposes of this Agreement, the Parties will be and remain independent contractors (and, in certain respects, active competitors), and this Agreement will not be construed as establishing a general agency, employment, partnership, joint venture, coalition, alliance or any other similar relationship between the Parties with regards to the relationship created by this Agreement. In accordance with this Agreement, neither Party granting will have the waiver and with authority to make any statements, representations or commitments of any kind (whether express or implied) regarding the subject matter of this Agreement, or to take any action, which would be binding on any other Party or create any liability or obligation on behalf of any other Party regarding the subject matter of this Agreement, without the prior written consent authorization of the Companysuch other Party to do so. Any delay by any Neither Party in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of will have the right to direct or remedy (or a waiver control the employees of any other rights Party. Neither Party will be liable for the debts, obligations or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise other liabilities of any other right Party or remedyof any of its agents, employees or contractors, including any costs for salaries, benefits or taxes. (x) The Parties hereby acknowledge and agree that references to any supply agreement contained in the Product Collaboration Agreement or Separation Agreement shall be deemed to refer to this Agreement (as it may be further amended from time to time in accordance with the terms hereof). 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

General Provisions. 5.1 Each (a) This Agreement shall be governed by and construed in accordance with the laws of the Parties confirms that it has received independent legal advice relating State of Michigan, without reference to all matters provided for in principles or conflict of laws. All litigation related to this Agreement shall be brought in a court located in the State of Michigan, and agrees each party, for the purposes of such litigation, hereby submits to the exclusive jurisdiction and venue of that the provisions court. The captions of this Agreement are fair not part of the provisions hereof and reasonableshall have no force or effect. 5.2 Any term or provision of this Agreement which is invalid or unenforceable (b) All notices and other communications hereunder shall be in any jurisdiction shall, as to that jurisdiction, writing and shall be ineffective given by hand delivery to the sole extent other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: If to the Executive: Xxxxx X. Xxxxxxxx 0000 Xxxxxxxxx Xxxxxxx Xxxxx XxXxxx, XX 00000 or to the most current address of record designated in the Executive’s personnel file. If to the Company: Chief Executive Officer TechTeam Global, Inc. 00000 Xxxx 00 Xxxx Xxxx Xxxxxxxxxx, Xxxxxxxx 00000-0000 or to such other address as either party shall have furnished to the other in writing under this Agreement. Notice and communications shall be effective when actually received by the addressee. (c) The invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 This Agreement shall be binding on and inure for the benefit of the successors of each of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (without the prior written consent of the other Parties). 5.4 This Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other Parties. 5.5 Any waiver of any right or default under this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision of this Agreement will shall not affect the validity or enforceability of any other provision of this Agreement. (d) The Acquired Company may withhold from any amounts payable under this Agreement such federal, state or local taxes as shall be effective unless it is granted in writing required to be withheld pursuant to any applicable law or regulation. (e) The Executive’s or the Acquired Company’s failure to insist upon strict compliance with any provision hereof or any other provision of this Agreement or the failure to assert any right the Executive or the Acquired Company may have hereunder, including, without limitation, the right of the Executive to terminate employment for Good Reason, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement. (f) The Executive and signed the Company acknowledge that, except as may otherwise be provided under any other written agreement between the Executive and the Company, the employment of the Executive by the Party granting Company is “at will” and, prior to the waiver and Effective Date, may be terminated by either the Executive or the Company at any time. Moreover, if prior to the Effective Date, the Executive’s employment with the prior written consent Company terminates, then the Executive shall have no further rights under this Agreement. The Executive further acknowledges that this Agreement does not give the Executive any additional right to participate in any plan, program, etc. The Executive and the Company agree that this Agreement supercedes any separation policy of the Company. (g) This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof. Any delay by any Party in exercisingprior understandings, representations, promises, undertakings, agreements or failure to exerciseinducements, any right whether written or remedy under this Agreement oral, concerning the subject matter hereof not contained herein shall not constitute a waiver of the right or remedy (or a waiver of any other rights or remedies) have no force and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy)effect. 5.6 (h) This Agreement shall may not be amended, changed amended or modified, except modified otherwise than by another a written agreement in writing executed by the Parties heretoparties hereto or their respective successors and legal representatives. An agreement to amend this Agreement can be entered into on behalf of the Company only by the President of the Company after approval of the Company Board.

General Provisions. 5.1 Each 13.01 This Agreement shall terminate: (a) if either Party sells or otherwise disposes of its Ownership Interest in the Business; (b) The Parties, acting together, collectively sell the Business after which this Agreement will cease to have any effect or be binding upon the parties except in respect of the resolution of the rights and obligations of the parties during the period prior to such sale and the payment of all monies between the parties arising as a result; (c) if the Parties confirms that it has received independent legal advice relating hereto consent in writing to all matters provided for the termination hereof; or (d) in this Agreement accordance with Section 5.01(g) hereof. 13.02 Enertopia and agrees that Lexaria shall execute such further assurances and other documents and instruments and do such further and other things as may be necessary to implement and carry out the provisions intent of this Agreement are fair and reasonableAgreement. 5.2 Any term 13.03 The provisions herein constitute the entire agreement between the Parties and supersedes all previous expectations, understandings, communications, representations and agreements, whether verbal or provision of this Agreement which is invalid or unenforceable in any jurisdiction shallwritten, as to that jurisdictionincluding the LOI, be ineffective between the Parties with respect to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if subject matter hereof. 13.04 If any provision of this Agreement is so broad as to be unenforceableunenforceable or invalid for any reason whatever, it shall not affect the enforceability or validity of the remaining provisions of this Agreement and such provision shall be interpreted severable from the remainder of this Agreement. 13.05 Any notice required to be only so broad given hereunder by any party shall be deemed to have been well and sufficiently given if mailed by prepaid registered mail return receipt requested, courier service or by electronic communication, capable of producing a printed transmission to or delivered at the address of the other party first written above or at such other address as is enforceable. No party hereto shall assertany of the parties may from time to time direct in writing, and each any such notice shall be deemed to have been received, if mailed or couriered, forty-eight hours after the time of mailing or if sent by electronic communication on the date of such communication. If normal mail service or courier service is interrupted by strike, slow down, force majeure or other cause, a notice sent by the impaired means of communication will not be deemed to be received until actually received, and the party hereto sending the notice shall cause its respective affiliates utilize any other such services which have not been so interrupted or shall deliver such notice in order to assert, that this Agreement or any part hereof is invalid, illegal or unenforceableensure prompt receipt thereof. 5.3 13.06 Time shall be of the essence hereof. 13.07 This Agreement shall be governed by and construed in accordance with the laws in force in the Province of British Columbia from time to time. 13.08 Should there be a disagreement or a dispute between the parties hereto with respect to this Agreement or the interpretation thereof, the same shall be referred to a single arbitrator pursuant to the Commercial Arbitration Act of British Columbia and the determination of such arbitrator shall be final and binding on upon the parties hereto. 13.09 The headings in this Agreement form no part of this Agreement and inure shall be deemed to have been inserted for convenience only. 13.10 Wherever the singular or the masculine is used throughout this Agreement the same shall be construed as being the plural or the feminine or the neuter or the body politic or corporate where the context so requires. The headings immediately preceding each paragraph are inserted for the purpose of convenience only and are to be excluded from any construction or interpretation of this Agreement. 13.11 Each of Enertopia and Lexaria shall make, do and execute or cause to be made, done or executed all such further things, acts, documents, conveyances and assurances as may be necessary or reasonably required to carry out the intent and purpose of this Agreement fully and effectually. 13.12 This Agreement shall enure to the benefit of the successors of each of the Parties, but and be binding upon the Parties may not assignand their respective personal representatives, grant any security interest, hold on trust or otherwise transfer all or any of their rights successors and obligations under this Agreement (without the prior written consent of the other Parties)permitted assigns. 5.4 13.13 This Agreement may be signed by facsimile, pdf email attachment or original and executed in counterparts (including by facsimile or electronically transmitted signature pages)any number of counterparts, and each of which shall executed counterpart will be considered to be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when . All executed counterparts taken together will constitute one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other Parties. 5.5 Any waiver of any right or default under this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision of this Agreement will be effective unless it is granted in writing and signed by the Party granting the waiver and with the prior written consent of the Company. Any delay by any Party in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy). 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.agreement

General Provisions. 5.1 Each (a) All of the Parties confirms that it has received independent legal advice relating to all matters provided for covenants and agreements contained in this Agreement shall be binding upon, and agrees that enure to the provisions benefit solely of, the parties and their respective successors, assigns, heirs, executors, administrators and other legal representatives, as the case may be, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement. (b) This Agreement may be executed by facsimile transmission and in one or more counterparts, each of which will be deemed an original but all of which together shall constitute one and the same instrument. (c) The terms of Sections 1 and 3, and the proxies delivered pursuant to Section 2 of this Agreement shall remain in effect until the earlier of (i) [June 30], 2009; and (ii) the day immediately following the date of the Meeting or the date the Transactions and the Shareholder Approval Events are fair and reasonableotherwise approved by a majority of the shareholders of the Corporation (the “Expiration Date”). 5.2 Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if (d) If any provision of this Agreement is so broad as to shall be unenforceabledeclared void or unenforceable by any court or administrative board of competent jurisdiction, such provision shall be interpreted deemed to have been severed from the remainder of the Agreement and this Agreement shall continue in all respects to be only so broad as is valid and enforceable. . (e) No waivers of any breach of this Agreement extended by any party hereto to any other party shall assert, and each be construed as a waiver of any rights or remedies of any other party hereto shall cause its respective affiliates not or with respect to assert, that any subsequent breach. (f) Whenever the context of this Agreement or shall so require, the use of the singular number shall include the plural and the use of any part hereof is invalid, illegal or unenforceablegender shall include all genders. 5.3 (g) This Agreement shall may not be binding on and inure for modified, amended, altered or supplemented without the benefit of the successors written agreement of each of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (without the prior written consent of the other Parties)parties hereto. 5.4 This Agreement (h) From time to time, at the request of either Xxxxxxx or the Corporation and without further consideration, the Shareholders shall execute and deliver such additional documents and take all such further action as may be executed in counterparts (including reasonably necessary to consummate and make effective the transaction contemplated by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other Partiesthis Agreement. 5.5 Any waiver of any right or default under this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision of this Agreement will be effective unless it is granted in writing and signed by the Party granting the waiver and with the prior written consent of the Company. Any delay by any Party in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy). 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

General Provisions. 5.1 Each of 10.1 This Agreement represents the entire understanding between the Parties confirms that it has received independent legal advice relating to about the subject matter contained herein and supersedes all matters provided for in this Agreement prior oral and/or written agreements, communications, and agrees that documents between the provisions of this Agreement are fair and reasonableParties with respect thereto. 5.2 Any term 10.2 No amendment or provision modification of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 This Agreement shall be binding on and inure for the benefit of the successors of each of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (without the prior written consent of the other Parties). 5.4 This Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other Parties. 5.5 Any waiver of any right or default under this Agreement shall be effective only valid or binding upon the Parties unless made in a writing specifically identifying this Agreement and executed by authorized representatives of both Parties. 10.3 LICENSEE shall have no right to assign, sell, or otherwise transfer any right or benefit hereunder. 10.4 Any failure of either Party to exercise a right granted by the instance given and terms or conditions of this Agreement shall not operate be construed as or imply a waiver of such right or of any other or similar rights under this Agreement by that Party and shall in no way affect that Party’s exercise of such right or default on any subsequent occasionother rights under this Agreement at a later date. No term or provision hereof shall be deemed waived and no breach consented to unless such waiver of any provision of this Agreement will or consent shall be effective unless it is granted in writing and signed by the Party granting party claimed to have waived or consented. 10.5 The provisions of this agreement shall be deemed separable. If any provision of this Agreement shall be adjudged wholly or partially invalid, illegal, unenforceable or void by an arbitrator appointed under Article 9 or a court or tribunal of competent jurisdiction, such provision shall be deemed modified to the waiver and with extent necessary to make it valid, legal, enforceable, or not void, if such modification does not materially alter the prior written consent intention of the Company. Any delay by any Party in exercising, or failure to exercise, any right or remedy under Parties nor substantially impair the value of this Agreement as to any Party. If such provision cannot be so modified, such provision shall be stricken from this Agreement and the validity, legality, and enforceability of the remaining provisions or parts thereof shall not in any way be affected or impaired. 10.6 The exercise by a party of its right to terminate this Agreement under Article 4 hereunder shall not constitute a waiver of the right or remedy (or a waiver of any other rights rights, remedies, or remedies) and no single or partial exercise damages available to such party under applicable law. 10.7 The Parties shall use their best efforts to maintain the terms of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy)confidential with access thereto being limited to those with a “need to know”. 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

General Provisions. 5.1 Each of the Parties confirms that it has received independent legal advice relating to all matters provided for in this Agreement and agrees that the provisions of this Agreement are fair and reasonable. 5.2 Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if 1. If any provision of this Agreement is so broad as invalid, illegal or unenforceable under Chinese law, all other provisions of this Agreement shall remain in full force and effect. In the event that any provision of this Agreement is held to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable, the parties shall negotiate in good faith and amend this Agreement to achieve the original intent of the parties as nearly as possible in an acceptable manner. 5.3 2. If any amendment to this Agreement is proposed by the relevant regulatory authority, the parties shall negotiate an amendment to this Agreement accordingly. 3. This Agreement shall be binding on and inure for constitutes the benefit entire agreement of the successors of each of parties with respect to the Partiessubject matter hereof and supersedes all prior consultations, but negotiations and agreements between the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (without the prior written consent of the other Parties)parties with respect to such subject matter. 5.4 This Agreement may be executed in counterparts (including by facsimile 4. Failure or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other Parties. 5.5 Any waiver of any right or default under this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision of this Agreement will be effective unless it is granted in writing and signed by the Party granting the waiver and with the prior written consent of the Company. Any delay by any Party in exercising, or failure a party to exercise, any exercise a right or remedy under this Agreement shall not constitute a waiver of that right and shall not prevent the party from exercising that right again in the future if it has already exercised it or partly exercised it. 5. Either party may waive the terms and conditions of this Agreement, provided that such waiver is in writing and signed by all parties. A waiver made by one party in one instance with respect to a default by another party shall not be deemed to be a waiver made by that party with respect to a similar default by another party in other instances. 6. A party may not assign its rights or obligations under this Agreement, in part or in whole, to any third party during the term of this Agreement without the prior written consent of the other party, except that WFOE shall have the right to assign all or remedy (or a waiver part of any other its rights or remedies) and no single or partial exercise of any rights or remedy obligations under this Agreement or otherwise shall prevent any further exercise without the consent of the right or remedy (or the exercise of any other right or remedy). 5.6 party. This Agreement shall be legally binding upon the parties hereto and such party’s lawful successors and assigns. 7. Any notice or written communication (including, but not limited to, written documents or notices under this Agreement) from one party to this Agreement to the other party shall be amendedpromptly sent or delivered to the corresponding party by letter (including courier) or e-mail. The date of receipt of the notice or communication, changed if served by letter (including courier), shall be the third business day after the letter is posted. If delivered by e-mail, the date on which the e-mail reaches the other party’s system. All notices and correspondence shall be sent by the contact method shown in Annex V until one party notifies the other party in writing of the change of contact method. 8. Any amendment or modifiedsupplement to this Agreement must be in writing and, except for the assignment by another agreement in writing executed WFOE of its rights under this Agreement pursuant to Article 12.6, no amendment or supplement to this Agreement shall be effective until it is duly signed by the Parties parties hereto. If any modification or supplement to this Agreement is required by law to be licensed and/or registered or filed with any governmental agency, the parties shall obtain such license and/or complete such registration or filing in accordance with law. 9. This Agreement is written in Chinese, 21 original copy for each party and the remaining copies shall be retained by Kuke Music and shall be of equal legal effect. (No text below this page, followed by a signature page) 1. Beijing Geligao Consulting Services Co., Ltd. 578,967 3.5709 %

General Provisions. 5.1 15.1 All currency exchange risks in respect of any Transactions, settlement actions or steps taken by OPSL under this Agreement shall be borne by the Client. 15.2 If OPSL commits a default as defined in the SFO and the Client thereby suffers a pecuniary loss, the Client shall have a right to claim under the Compensation Fund established under the SFO, subject to the terms of the Compensation Fund from time to time. 15.3 Each of OPSL and the Client undertakes to notify the other in the event of any material change to the information (as specified in paragraphs 6.2(a), (b), (d), (e) and (f) of the Code of Conduct) provided in this Agreement. 15.4 The terms and conditions of this Agreement shall survive any changes or succession in the Client's business, including the Client's bankruptcy or death and will be binding on the Client's successor(s), personal representative(s) or permitted assign(s). 15.5 Time shall be of essence in relation to all matters arising under this Agreement. 15.6 Waiver of any right under this Agreement must be in writing signed by the party waiving such right. The rights, powers, remedies and privileges in this Agreement are cumulative and not exclusive of any rights, powers, remedies and privileges provided by law. Any failure or delay in exercising all or part of any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver to preclude any subsequent exercise of that right, power or privilege. 客戶協議書 | 2017/2.0_APRIL 2017 15.7 Each of the Parties confirms that it has received independent legal advice relating to all matters provided for provisions in this Agreement is several and agrees that distinct from the others and if any one or more of such provisions is or becomes invalid or unenforceable, the validity, legality and enforceability of this Agreement are fair and reasonablethe remaining provisions shall not in any way be affected or impaired thereby. 5.2 Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as 15.8 OPSL shall have the right to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 This Agreement shall be binding on and inure for the benefit of the successors of each of the Parties, but the Parties may not assign, grant any security interest, hold on trust transfer or otherwise transfer dispose of all or any of their rights and its rights, interests or obligations in or under this Agreement (to its Affiliates as it thinks fit and without having to notify the Client or obtain the Client’s consent. The Client shall not assign, transfer or dispose of the Client’s rights, interests or obligations in or under this Agreement to any third party without the prior written consent of the other Parties)OPSL. 5.4 This Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other Parties. 5.5 Any waiver of any right or default under this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision of this Agreement will be effective unless it is granted in writing and signed by the Party granting the waiver and with the prior written consent of the Company. Any delay by any Party in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy). 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

General Provisions. 5.1 Each of the Parties confirms that it has received independent legal advice relating 21.1 No amendment to all matters provided for or other variation in this Agreement and agrees that the provisions of this Agreement are fair and reasonable. 5.2 Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 This Agreement shall be binding on and inure for the benefit of the successors of each of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (without the prior written consent of the other Parties). 5.4 This Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other Parties. 5.5 Any waiver of any right or default under this Agreement shall be effective only unless it is in writing, dated and signed on behalf of all parties to this Agreement. 21.2 The obligations of the instance given and Xxxxxx Corporate Services Provider as stipulated herein (including the Services) shall not operate as preclude the Xxxxxx Corporate Services Provider, any director, officer or imply a waiver employee of the Xxxxxx Corporate Services Provider or any director, officer, employee or partner of any of its subsidiaries or its affiliates to engage in any other business or to devote his/her time and attention to the management or other aspects of any other business, whether of a similar or similar dissimilar nature, nor to limit or restrict the right of the Xxxxxx Corporate Services Provider or default on any subsequent occasion. No waiver of any provision of its subsidiaries or affiliates to engage in any other business or to render services of any kind to any other corporation, firm, individual or association. 21.3 The parties to this Agreement agree that they will co-operate fully to do all such further acts and things and execute any further documents as may be effective unless it is granted in writing and signed necessary or desirable to give full effect to the arrangements contemplated by the Party granting the waiver and with the prior written consent of the Company. Any delay this Agreement. 21.4 No failure by any Party in exercising, or failure party to this Agreement to exercise, nor any delay in exercising any right or remedy of such party under this Agreement shall not constitute operate as a waiver of the right or remedy (or a waiver of thereof, nor shall any other rights or remedies) and no single or partial exercise of any rights right or remedy under this Agreement or otherwise shall prevent any further or other exercise of the right or remedy (thereof or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any other rights or remedies (whether provided by law or otherwise). 5.6 21.5 If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any relevant jurisdiction, neither the legality, validity or enforceability of the remaining provisions hereof nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall be in any way affected or impaired thereby. 21.6 This Agreement may be executed in any number of counterparts, all of which, taken together, shall not be amended, changed or modified, except constitute one and the same agreement and any party may enter into this Agreement by another agreement in writing executed by the Parties heretoexecuting a counterpart.

General Provisions. 5.1 Each of the Parties confirms that it has received independent legal advice relating 13.1 Any time, date or period referred to all matters provided for in this Agreement and agrees that may be extended by mutual agreement in writing between the provisions Parties (but, as regards any time, date or period originally fixed or any time, date or period so extended, time shall be of this Agreement are fair and reasonablethe essence). 5.2 Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 13.2 This Agreement shall be binding on and inure for the benefit of the successors of each of the Parties, Parties but the Parties may shall not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (be assignable without the prior written consent of the other PartiesParty (save that the Subscriber shall be entitled to freely assign any of its rights under this Agreement, and delegate, transfer or novate any or all of its obligations under this Agreement to an Affiliate of the Subscriber or any of their financiers). Any purported assignment in contravention of this Clause 13.2 shall be null and void ab initio. 5.4 This 13.3 No variation of this Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto effective unless in writing and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by or on behalf of each of the Parties and delivered (by telecopy Parties. The expression “variation” shall, in each case, include any variation, supplement, deletion or otherwise) to the other Partiesreplacement howsoever effected. 5.5 13.4 Any waiver of any right or default under this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision of this Agreement will shall be effective unless it is granted in writing and signed by the each Party granting the against whom such waiver and with the prior written consent of the Company. is sought to be enforced. 13.5 Any delay by any Party in exercising, or any failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy (or a waiver of any other rights or remedies) ), and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy). 5.6 13.6 The rights and remedies of the Parties under this Agreement are not exclusive of any rights or remedies provided by Law. 13.7 Each of the Parties acknowledges and agrees that the other Party would be damaged irreparably in the event any of the provisions of this Agreement is not performed in accordance with its specific terms or otherwise are breached or violated. Accordingly, each of the Parties agrees that, without posting a bond or other undertaking, the other Party will be entitled to an injunction or injunctions to prevent breaches or violations of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court having jurisdiction over the Parties and the matter in addition to any other remedy to which it may be entitled, at law or in equity. Each of the Parties further agrees that, in the event of any action for specific performance in respect of such breach or violation, the other Party will not assert the defence that a remedy at law would be adequate. 13.8 This Agreement shall not be amended, changed or modified, except by another contains the whole agreement in writing executed by and understanding between the Parties relating to the transactions contemplated by this Agreement and supersedes all previous agreements, understandings or arrangements (whether oral or written) between the Parties relating to such transactions. 13.9 Each of the Parties acknowledges that (in agreeing to enter into this Agreement) it has not relied on any representation, warranty, collateral contract, undertaking or other assurance (except those expressly set out in this Agreement) made by or on behalf of the other Party before the execution of this Agreement (including during the course of negotiating this Agreement). Each of the Parties waives all rights and remedies which, but for this Clause 13.9, might otherwise be available to it in respect of any such representation, warranty, collateral contract, undertaking or other assurance (provided that nothing in this Clause 13.9 shall limit or exclude any liability for fraud or fraudulent misrepresentation). 13.10 If at any time any provision of this Agreement shall be held to be illegal, void, invalid or unenforceable in whole or in part under any Law in any jurisdiction, then: (a) such provision shall: (i) to the extent that it is illegal, void, invalid or unenforceable, be given no effect and shall be deemed not to be included in this Agreement in that jurisdiction; (ii) not affect or impair the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement; and (iii) not affect or impair the legality, validity or enforceability under the Law of any other jurisdiction of such provision or any other provision of this Agreement; and (b) the Parties shall use all reasonable efforts to replace such a provision with a valid and enforceable substitute provision which carries out, as closely as possible, the intentions of the Parties under this Agreement. 13.11 Each of the Indemnified Parties shall be a third party beneficiary of this Agreement with the full ability of enforce Clause 7.7 hereof as if it were a party hereto. Save for the exception stated in the foregoing sentence, a person who is not a party to this Agreement has no right under the Contract (Rights of Third Parties) Ordinance (Chapter 623 of the Laws of Hong Kong) to enforce or enjoy the benefit of any term of this Agreement.

General Provisions. 5.1 Each 10.1 Time shall be of the Parties confirms that it has received independent legal advice relating to all matters provided for essence of this Agreement. 10.2 This Agreement contains the whole agreement between the parties hereto in respect of the purchase and sale of the Boomchat Shares and there are no warranties, representations, terms, conditions or collateral agreements expressed, implied or statutory, other than as expressly set forth in this Agreement and agrees that the provisions of this Agreement are fair and reasonableAgreement. 5.2 Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 10.3 This Agreement shall be binding on and inure for enure to the benefit of and be binding upon the parties hereto and their respective successors of each of the Parties, but the Parties and permitted assigns. Horizon may not assign, grant assign this Agreement without the consent of Boomchat which consent may be withheld for any security interest, hold on trust or otherwise transfer all or any of their rights and obligations reason whatsoever. 10.4 Any notice to be given under this Agreement (without shall be duly and properly given if made in writing and delivered or telecopied to the prior written consent addressee at the address as set out on page one of this Agreement. Any notice given as aforesaid shall be deemed to have been given or made on, if delivered, the date on which it was delivered or, if telecopied, on the next business day after it was telecopied. Any party hereto may change its address for notice from time to time by providing notice of such change to the other Parties)parties hereto in accordance with the foregoing. 5.4 10.5 This Agreement may be executed in counterparts (including by facsimile one or electronically transmitted signature pages)more counter-parts, each of which so executed shall constitute an original and all of which together shall constitute one and the same agreement. 10.6 This Agreement shall be an original, with the same effect as if the signatures thereto construed and hereto were upon the same instrumentenforced in accordance with, and the rights of the parties shall become effective when one or more counterparts have been signed by be govemed by, the laws of the State of Nevada, and each of the Parties and delivered (by telecopy or otherwise) parties hereto irrevocably attorns to the other Partiesjurisdiction of the courts of the State of Nevada. 5.5 Any waiver 10.7 No claim shall be made by Boomchat or the Vendor against Horizon, or by Horizon against Boomchat or the Vendor, as a result of any right misrepresentation or default under this Agreement shall be effective only in as a result of the instance given and shall not operate as or imply a waiver breach of any other covenant or similar right warranty herein contained unless the aggregate loss or default on any subsequent occasion. No waiver of any provision of this Agreement will be effective unless it is granted in writing and signed by the Party granting the waiver and with the prior written consent of the Company. Any delay by any Party in exercising, or failure damage to exercise, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy)such party exceeds $10,000. 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

General Provisions. 5.1 Each 8.1 This Agreement does not constitute a contract of employment or impose on the Parties confirms that it has received independent legal advice relating Company any obligation to all matters provided for in this Agreement and agrees that retain the Executive as an employee or consultant. In the event of any conflict between the provisions of this Agreement are fair and reasonablethe provisions of any previously existing employment, severance or other similar agreement or arrangement, the provisions of this Agreement shall govern. 5.2 Any term or 8.2 Whenever possible, each provision of this Agreement which is invalid or unenforceable will be interpreted in any jurisdiction shall, such manner as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms effective and provisions of this Agreement in any jurisdiction and, if valid under applicable law. If any provision of this Agreement is so broad as held to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceableunenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision, or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provisions had never been contained herein. 5.3 8.3 The waiver of any breach of any provision of this Agreement, shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision of this Agreement. 8.4 This Agreement shall constitutes the entire agreement between the Executive and the Company with regard to the subject matter hereof. 8.5 This Agreement may be binding on and inure for changed or terminated only upon the benefit of the successors of each of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (without the prior mutual written consent of the Company and the Executive. The written consent of the Company to a change or termination of this Agreement, other Parties)than changes for administrative purposes, shall be signed by an executive officer of the Company after approval by the Board of Directors. 5.4 8.6 This Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages)separate counterparts, each any one of which shall be an originalneed not contain signatures of more than one party, with but all of which taken together will constitute one and the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each Agreement. 8.7 The headings of the Parties and delivered (by telecopy or otherwise) to the other Parties. 5.5 Any waiver of any right or default under this Agreement shall be effective Sections hereof are inserted for convenience only in the instance given and shall not operate as or imply be deemed to constitute a waiver part therefore nor to affect the meaning thereof. 8.8 This Agreement is intended to bind and to inure to the benefit of any other or similar right or default on any subsequent occasion. No waiver of any provision of this Agreement will and be effective unless it is granted in writing and signed enforceable by the Party granting Executive, and the waiver Company, and with any surviving entity resulting from a merger, acquisition, consolidation or other reorganization or recapitalization, and any successor to the prior businesses formerly conducted by the Company, and their respective successors, assigns, heirs, executors and administrators, without regard to whether or not such entity or person actively assumes any rights or duties hereunder; provided, however, that Executive may not assign any duties hereunder and may not assign any rights hereunder without the written consent of the Company. Any delay by any Party in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy). 5.6 This Agreement which consent shall not be amendedunreasonably withheld. 8.9 All notices provided for in this Agreement, changed and correspondence pertaining to this Agreement, shall be considered as properly given when (a) mailed by U.S. registered mail, return receipt requested, postage prepaid; (b) sent via facsimile with a confirmed facsimile transmission receipt; (c) hand delivered to the Executive or modifiedto the President of the Company; or (d) sent via overnight delivery with a confirmed receipt of delivery; in each instance addressed, if to the Executive or the Company, as the case may be, at the address noted below or to such other address as either party may furnish to the other in writing in accordance herewith, except that notice of a change of address shall be effective only upon actual receipt. To the Company: To the Executive: Drew Industries Incorporated 000 Xxxxxxxxxx Xxxxxx Xxxxx Xxxxxx, Xxx Xxxx, 00000 Attention: President Xxxxx X. Xxxxxxx 8.10 In any proceeding arising out of or involving a dispute or disagreement with respect to this Agreement, the prevailing party (on the merits, by another agreement in writing executed motion, or otherwise) shall be entitled to be reimbursed by the Parties heretoother party for all legal fees and expenses incurred in connection with such proceeding. 8.11 This Agreement is made and entered into in the State of Texas, and the internal laws of Texas shall govern its validity and interpretation in the performance by the parties hereto of their respective duties and obligation hereunder, without regard to Texas’ conflict of laws rules. Each party hereto irrevocably submits to the exclusive jurisdiction of the United States District Court located in Dallas, Texas over any suit, action or proceeding arising out of or relating to this Agreement. Each party, hereby irrevocably waives to the fullest extent permitted by law, (i) any objection that they may now or hereafter have to the venue of any such suit, action or proceeding in such court; or (ii) any claim that any such suit, action or proceeding has been brought in an inconvenient forum. Final judgment in any suit, action or proceeding brought in any such court shall be conclusive and binding upon each party duly served with process therein and may be enforced in the courts of the jurisdiction of which either party or any of their property is subject, by a suit upon such judgment.

General Provisions. 5.1 Each (a) The Pledgee and its assigns shall not have any obligation in respect of the Parties confirms that it has received independent legal advice relating Pledged Collateral, except to all matters provided for use reasonable care in holding the Pledged Collateral and to hold and dispose of the same in accordance with the terms of this Agreement and agrees that applicable Law. (b) All notices, requests and demands to or upon the respective parties hereto shall be given in the manner specified and shall be addressed as set forth in Section 10.02 of the Credit Agreement. (c) No failure on the part of the Pledgee to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Pledgee of any right, power or remedy hereunder preclude any other or future exercise thereof, or the exercise of any other right, power or remedy. The remedies herein provided are cumulative and are not exclusive of any remedies provided by Law or any other agreement. The representations, covenants and agreements of the Pledgors herein shall survive the date hereof. Neither this Agreement nor the provisions of this Agreement are fair and reasonable. 5.2 Any term hereof can be changed, waived or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceableterminated orally. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 This Agreement shall be binding on upon and inure for to the benefit of the successors of each of the Partiesparties hereto and their respective successors, but the Parties legal representatives and assigns, provided, that no Pledgor may not assign, grant any security interest, hold on trust assign or otherwise transfer all or any of their its rights and or obligations under this Agreement (without the prior written consent of the other Parties)Pledgee. 5.4 This (d) If any term of this Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which any application thereof shall be an originalinvalid or unenforceable, with the same effect as if the signatures thereto remainder of this Agreement and hereto were upon the same instrument, and any other application of such term shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other Partiesnot be affected thereby. 5.5 Any waiver of any right (e) No modification or default under this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision of this Agreement will shall be binding on the Pledgors or the Pledgee, except as expressly set forth in writing duly executed and delivered by the Pledgors and the Pledgee. (f) This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. Delivery of an executed counterparty of a signature page of this Agreement by telecopy or other electronic means shall be effective unless it is granted in writing and signed by the Party granting the waiver and with the prior written consent as delivery of the Company. Any delay by any Party in exercising, or failure to exercise, any right or remedy under a manually executed counterpart of this Agreement shall not constitute a waiver of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy)Agreement. 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

General Provisions. 5.1 (a) The parties acknowledge that time is of the essence with respect to the performance of this Agreement and the consummation of the transactions contemplated herein. (b) Each of the Parties confirms that it has received independent legal advice relating to parties shall bear and pay all matters provided for direct costs and expenses incurred by the party or on the party’s behalf in connection with the transactions contemplated by this Agreement. (c) The parties may amend this Agreement only by a written agreement of the parties. The parties may waive any provision in this Agreement only by a writing executed by the party or parties against whom the waiver is sought to be enforced. No failure or delay in exercising any right or remedy, or in requiring the satisfaction of any condition, under this Agreement, and agrees no act, omission or course of dealing between the parties, operates as a waiver or estoppel of any right, remedy or condition. A waiver made in writing on one occasion is effective only in that instance and only for the purpose stated. A waiver once given is not to be construed as a waiver on any future occasion or against any other party. (d) Each party has participated in negotiating and drafting this Agreement, so if an ambiguity or question of intent or interpretation arises, this Agreement is to be construed as if the parties had drafted it jointly, as opposed to being construed against a party because it was responsible for drafting one or more provisions of this Agreement are fair and reasonable. 5.2 Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if Agreement. If any provision of this Agreement is so broad as determined to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable, the remaining provisions of this Agreement remain in full force, if the essential terms and conditions of this Agreement for each party remain valid, binding, and enforceable. 5.3 (e) Each party knowingly, voluntarily, and intentionally waives the right to a trial by jury to the extent permitted by law in any action or other legal proceeding arising out of or relating to this Agreement and the transactions it contemplates. This waiver applies to any action or other legal proceeding, whether in contract, tort or otherwise. Each party acknowledges that the party has received the advice of competent counsel. (f) This Agreement shall be binding on and inure for the benefit of and binding upon the successors parties, and their successors, heirs, estates, legal representatives and permitted assigns. This Agreement does not and is not intended to confer any rights or remedies upon any person other than the parties. (g) This Agreement and all matters arising out of each or relating to this Agreement and the transactions are to be governed and construed in accordance with the laws of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any State of their rights and obligations under this Agreement Georgia (without the prior written consent giving effect to its conflict of the other Partieslaws principles). 5.4 (h) This Agreement may be executed in counterparts (including by facsimile two or electronically transmitted signature pages)more counterparts, each of which shall are deemed to be an original, with the same effect as if the signatures thereto but all of which together constitute one and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other Parties. 5.5 Any waiver of any right or default under this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision of this Agreement will be effective unless it is granted in writing and signed by the Party granting the waiver and with the prior written consent of the Company. Any delay by any Party in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy). 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

General Provisions. 5.1 Each The following general provisions shall be binding on both parties to this Agreement: (i) The use of the Parties confirms that it has received independent legal advice relating to all matters provided for singular in this Agreement shall be deemed to include the plural, and agrees that vice versa, whenever the provisions of this Agreement are fair and reasonablecontext requires. 5.2 Any term or provision (ii) This agreement shall not be assigned by either party without the expressed written consent of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if other party. (iii) If any provision of this Agreement is so broad or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law. (iv) The parties agree to execute such further documents and instruments as each may reasonably request in order to effectuate the terms and intentions of this Agreement. (v) Any notice, requests, demands or other communications required or desired to be unenforceable, such provision shall be interpreted provided pursuant to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 This Agreement shall be binding on in writing and inure for shall be either deposited in the benefit of United States mail, registered or certified, and with proper postage prepaid or overnight courier. Notice given by registered or certified mail shall be deemed effective five (5) days after deposit in the successors of each of mail with the Partiesappropriate address indicated below, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement other address provided to the noticing party in writing by the party to be noticed. Notice given by overnight courier shall be effective two (without 2) days after deposit to the prior written consent of the other Parties).courier. Concord Holding Group LLC 0000 Xxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 Attn: Manager Lithium Exploration Group, Inc. 0000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 Attn: Xxxx Xxxxx- CEO 5.4 (vi) This Agreement may be executed in counterparts (including by facsimile one or electronically transmitted signature pages)more counterparts, each of which shall will be deemed to be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other Parties. 5.5 Any waiver of any right or default under this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision original copy of this Agreement and all of which, when taken together, will be effective unless it is granted in writing deemed to constitute one and signed by the Party granting the waiver and with the prior written consent same Agreement. For purposes of this Agreement, a facsimile signature shall be deemed an original signature of the Company. Any delay by any Party in exercising, or failure to exercise, any right or remedy under party transmitting an executed copy of this Agreement shall not constitute a waiver of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy). 5.6 by facsimile. This Agreement shall may not be amended, changed or modifiednor any obligation waived, except by another agreement in a writing executed signed by both parties. (vii) This Agreement shall be governed by the Parties heretolaws of the State of New York. The parties agree to resolve any dispute arising out of this Agreement by binding arbitration in accordance with the rules and procedures of the American Arbitration Association. The parties further agree that any arbitration award resulting from an arbitration proceeding that takes place pursuant to this provision may be filed as a judgment with a Court of competent jurisdiction. (viii) This Agreement contains the entire understanding between the parties with respect to the subject matter of this Agreement. Each party acknowledges that it has not been induced to enter this agreement by any representations or assurances, whether written or oral, and agree that each has not received any promises or inducements other than as herein set forth. Each party has had sufficient opportunity to have this Agreement reviewed by legal counsel.

General Provisions. 5.1 Each (a) All capitalized terms used in this Pledge Agreement and not defined herein shall have the respective meanings assigned to them in the Credit Agreement. (b) The Pledgee and its assigns shall have no obligation in respect of the Parties confirms that it has received independent legal advice relating Collateral, except to all matters provided for use reasonable care in holding the Collateral and to hold and dispose of the same in accordance with the terms of this Agreement and agrees that applicable law. (c) All notices, requests and demands to or upon the respective parties hereto shall be given in the manner specified and shall be addressed as set forth in Section 9.01 of the Credit Agreement. (d) No failure on the part of the Pledgee to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Pledgee of any right, power or remedy hereunder preclude any other or future exercise thereof, or the exercise of any other right, power or remedy. The remedies herein provided are cumulative and are not exclusive of any remedies provided by law or any other agreement. The representations, covenants and agreements of the Pledgor herein contained shall survive the date hereof. Neither this Agreement nor the provisions of this Agreement are fair and reasonable. 5.2 Any term hereof can be changed, waived or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceableterminated orally. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 This Agreement shall be binding on upon and inure for to the benefit of the successors of each of parties hereto and their respective successors, legal representatives and assigns except that the Parties, but the Parties Pledgor may not assign, grant any security interest, hold on trust assign or otherwise transfer all or any of their its rights and or obligations under this Agreement (without the prior written consent of the other Parties)Pledgee. 5.4 This (e) If any term of this Pledge Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which any application thereof shall be an originalinvalid or unenforceable, with the same effect as if the signatures thereto remainder of this Pledge Agreement and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other Parties. 5.5 Any waiver of any right or default under this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver application of any provision of this Agreement will be effective unless it is granted in writing and signed by the Party granting the waiver and with the prior written consent of the Company. Any delay by any Party in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy). 5.6 This Agreement such term shall not be amended, changed or modified, except by another agreement in writing executed by the Parties heretoaffected thereby.

General Provisions. 5.1 Each a) This AGREEMENT cannot be amended in any respect except by an instrument in writing duly executed by authorized representatives of both parties. No waiver of compliance with any provision or condition hereof and no consent herein provided for shall be effective unless evidenced by an instrument in writing duly executed by authorized representatives of the Parties confirms party sought to be charged with such waiver or consent. b) Nothing herein contained shall be deemed to create the relationship of principal and agent, each party acting as an independent business enterprise. c) The correspondence languages shall be English and at the discretion of the LICENSEE German. All notices and communications to be given or permitted hereunder shall be in English and sent by facsimile, or by registered mail at the respective addresses hereinabove stipulated or at such other address as may be notified by either party to the other. d) Neither party shall be liable for failure to perform any obligation hereunder if such failure is due to FORCE MAJEURE, that is circumstances beyond the reasonable control of said party or any of its subcontractors such as but not limited to fire, flood, act of God, governmental regulations, acts of any competent authority, strikes, riots or the like, shortage of [****] due to reasons other than KREUSSLER’s unreasonable scheduling of stock (failure by KREUSSLER to maintain at least [****] of stock prior to the [****] supply interruption shall be considered unreasonable), provided, however, that this shall not relieve either party from performing its obligations hereunder at such time and to such extent as may be possible subsequent to the intervention of the above cited events or occurrences. **** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. e) The failure by either party to exercise or enforce any right conferred upon it has received independent legal advice relating hereunder shall not be deemed to all matters provided for in this Agreement and agrees that be a waiver of any such rights nor operate to bar the provisions exercise or enforcement thereof at any time or times thereafter. f) The English version of this Agreement AGREEMENT shall be governing. The title of Articles are fair inserted for convenience purposes only and reasonableshall not be used in the interpretation of this AGREEMENT. 5.2 Any term or g) Should any provision of this Agreement which is invalid AGREEMENT be declared null and void in whole or unenforceable in any jurisdiction shallpart, this shall not have as an effect to that jurisdiction, be ineffective to terminate this AGREEMENT and the sole extent parties shall negotiate in good faith and replace such provision reflecting as nearly as possible the intent and purpose of such invalidity or unenforceability without rendering invalid or unenforceable provision. The same applies in the remainder case of such term or provision or an omission in this AGREEMENT. h) The parties acknowledge and agree that: (i) each party and its counsel reviewed and negotiated the remaining terms and provisions of this Agreement AGREEMENT and has contributed to its revision; (ii) the rule of construction to the effect that any ambiguities are resolved against the drafting party shall not be employed in any jurisdiction and, if any provision the interpretation of this Agreement is so broad AGREEMENT; and (iii) the terms and provisions of this AGREEMENT shall be construed fairly as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party all parties hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that generally responsible for the preparation of this Agreement or any part hereof is invalid, illegal or unenforceableAGREEMENT. 5.3 This Agreement shall be binding on and inure for i) Except as set forth in the benefit of the successors of each of the Partiesnext sentence, but the Parties may not assignthis AGREEMENT, grant any security interest, hold on trust or otherwise transfer all or any of their the rights and obligations under this Agreement created herein, shall not be assigned or transferred, in whole or in part, by either party hereto unless (without i) the other party has provided its prior written consent, and (ii) the assignee unconditionally agrees in writing that the terms of this AGREEMENT shall be a binding obligation of the assignee. Without prejudice to the generality of the foregoing, each party shall have the right to assign this AGREEMENT without such prior consent of the other Partiesparty (i) to any AFFILIATE, or (ii) to any successor of all or substantially all of its business (or that portion thereof to which this AGREEMENT relates), or (iii) to any successor in the event of such party’s merger, consolidation or involvement in a similar transaction; each provided that such AFFILIATE or successor is not a COMPETITOR of the other party, and, provided further, such AFFILIATE or successor unconditionally agrees in writing that the terms of this AGREEMENT shall be a binding obligation of such AFFILIATE or successor. 5.4 This Agreement may j) During the term of this AGREEMENT, if KREUSSLER agrees to a final unexecuted agreement by which: i) a merger, acquisition, sale or other disposition of all or substantially all of KREUSSLER’s business, or ii) the sale or other disposition of all or substantially all of KREUSSLER’s assets directly related to the manufacturing of the PRODUCT(S) to a COMPETITOR of the LICENSEE or other competitor of the LICENSEE (i.e. either a third-party competitor of LICENSEE in any market or a third party with the obvious intention upon concluding such agreement not to fulfill the obligations hereunder) would be executed in counterparts concluded, THE LICENSEE shall have the first right of refusal to acquire such assets and/or business. Upon agreeing to final terms of such agreement with a third party, KREUSSLER shall first offer the terms to the LICENSEE and the LICENSEE shall have fifteen (including by facsimile or electronically transmitted signature pages)15) business days to accept these terms, each of which execute the final agreement and finalize the transaction. If the LICENSEE does not accept these terms and/or does not execute the final agreement within the fifteen (15) business days period, KREUSSLER shall be an original, free to proceed with the same effect as if proposed transaction with the signatures thereto and hereto were upon third party on essentially the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) terms as presented to the other PartiesLICENSEE. 5.5 Any waiver of any right or default under this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision of this Agreement will be effective unless it is granted in writing and signed by the Party granting the waiver and with the prior written consent of the Company. Any delay by any Party in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy). 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

General Provisions. 5.1 Each 12.1. This Agreement, and the rights, duties and obligations of the Parties confirms that it has received independent legal advice relating to all matters provided for in this Agreement and agrees that the provisions of this Agreement are fair and reasonable. 5.2 Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, parties shall not be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 This Agreement shall be binding on and inure for the benefit of the successors of each of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (assignable without the prior written consent of the other Parties)party, and any purported assignment in the absence of such consent shall be void. 5.4 This Agreement may 12.2. All notices which are required to be executed in counterparts (including by facsimile given or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) submitted pursuant to the other Parties. 5.5 Any waiver of any right or default under this Agreement shall be effective only made in writing and shall be deemed given when (a) deposited with the United States Postal Service, postage prepaid, registered or certified mail, return receipt requested; (b) deposited with a nationally recognized overnight mail delivery service; (c) sent by facsimile and then sent by mail as described in (a) or (b) above; (d) sent by email or other electronic means and then sent by mail as described in (a) or (b) above; or (e) delivered in person; all to the last address of record of each party being notified which is maintained by the other party in the instance ordinary course of business. Any notice or demand required to be made under this Agreement to Participant shall be given and to: Any notice or demand required to be made under this Agreement to ACCA shall not operate as be given to: Xxxxxx X. Xxxxx Vice President, Quality Assured Program ACCA 0000 Xxxxxxxxxxx Xxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 Either party may by written notice change the address or imply a waiver the identity of the person to whom any other or similar right or default on any subsequent occasionnotice is to be sent. 12.3. No waiver of If any provision of this Agreement will Agreement, as applied to any party or to any circumstance, shall be effective unless it is granted found by a court of competent jurisdiction to be void, invalid or unenforceable, the same shall in writing and signed no way affect any other provision of this Agreement, the application of any such provision in any other circumstances, or the validity or enforceability of this Agreement; provided, however, that nothing in this provision shall adversely affect the fundamental benefits received by the Party granting the parties under this Agreement. 12.4. A waiver and with the prior written consent by any party of any of the Company. Any delay by terms and conditions of this Agreement in any Party in exercisingone instance shall not be deemed or construed to waive any such term or condition for the future, or failure to exerciseof any subsequent breach thereof, any right or remedy under this Agreement nor shall not constitute it be deemed a waiver of the right or remedy (or a waiver performance of any other rights or remedies) and no single or partial exercise of any rights or remedy obligation under this Agreement. 12.5. This Agreement or otherwise shall prevent any further exercise contains the entire understanding of the right or remedy (or parties relating to the exercise subject matter of any other right or remedy)this Agreement and supersedes all prior and collateral agreements, understandings, statements and negotiations of the parties. 5.6 12.6. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia. 12.7. In the event of a change of name by ACCA, all terms, provisions, and conditions of this Agreement will apply to the new name of the ACCA exactly as they did to the old. 12.8. The titles of the sections of this Agreement are for convenience only and shall not be amended, changed in any way effect the interpretation of any provision or modified, except by another agreement in writing executed by the Parties heretocondition of this Agreement.

General Provisions. 5.1 (a) Each Party shall execute all such further instruments and documents and do all such further actions as may be necessary to effectuate the documents and transactions contemplated in this Agreement, in each case at the cost and expense of the Party requesting such further instrument, document or action, unless expressly indicated otherwise. (b) In the event that a new tax law is enacted, or there shall occur any revision in, implementation of, amendment to or interpretation of any tax law, in each case that has an adverse effect on any of the Parties confirms or any of their Affiliates in respect of the transactions contemplated by this Agreement, then Primero and STB on the one hand, and SWC and SLW on the other hand, agree that it has received independent legal advice they shall negotiate in good faith with each other to amend this Agreement so that the other Parties or their Affiliates are no longer adversely affected by any such enactment, revision, implementation, amendment or interpretation, as the case may be; provided that any amendment to this Agreement shall not have any adverse impact on STB or its Affiliates on the one hand, and SWC or its Affiliates on the other hand. (c) Nothing herein shall be construed to create, expressly or by implication, a joint venture, mining partnership, commercial partnership, or other partnership relationship between SWC and STB or Primero. (d) This Agreement shall be governed by and construed under the laws of the Province of Ontario and the laws of Canada applicable therein (without regard to its laws relating to all matters provided any conflicts of laws). The United Nations Vienna Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. (e) Time is of the essence in this Agreement and agrees that the provisions of this Agreement are fair and reasonableAgreement. 5.2 Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if (f) If any provision of this Agreement is so broad as to be unenforceablewholly or partially invalid, such provision this Agreement shall be interpreted as if the invalid provision had not been a part hereof so that the invalidity shall not affect the validity of the remainder of the Agreement which shall be construed as if the Agreement had been executed without the invalid portion. It is hereby declared to be only so broad as the intention of the Parties that this Agreement would have been executed without reference to any portion which may, for any reason, hereafter be declared or held invalid. (g) Any notice or other communication (in each case, a “notice”) required or permitted to be given hereunder shall be in writing and shall be delivered by hand or transmitted by facsimile transmission addressed to: If to STB and/or Primero, to: 1500 – 000 Xxxx Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0 Attention: Chief Executive Officer Fax: (000) 000-0000 If to SWC, to: 0xx Xxxxx, Xxxxxx Xxxxxxxxx Xxxxxx 00 Xxxxxxxx Xxxx, X.X. Xxx 0000 XX Xxxxxxxxxx, Grand Cayman Cayman Island Attention: Director or Secretary Fax No.: 000-000-0000 with a copy to: Silver Wheaton Corp. Park Place Suite 3150, 000 Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0 Attention: Vice President, Legal Fax: 000-000-0000 If to SLW, to: Park Place Suite 3150, 000 Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0 Attention: Vice President, Legal Fax: 000-000-0000 Any notice given in accordance with this section, if transmitted by facsimile transmission, shall be deemed to have been received on the next business day following transmission or, if delivered by hand, shall be deemed to have been received when delivered. (h) The schedules which are attached to this Agreement are incorporated into this Agreement by reference and are deemed to form part hereof. (i) This Agreement may not be changed, amended or modified in any manner, except pursuant to an instrument in writing signed on behalf of each of the Parties. The failure by any Party to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of any such provision unless such waiver is enforceable. No party hereto acknowledged in writing, nor shall assert, and each party hereto shall cause its respective affiliates not to assert, that such failure affect the validity of this Agreement or any part hereof is invalid, illegal thereof or unenforceable. 5.3 This the right of any Party to enforce each and every provision. No waiver or breach of this Agreement shall be binding on and inure for the benefit held to be a waiver of the successors of each of the Parties, but the Parties may not assign, grant any security interest, hold on trust other or otherwise transfer all or any of their rights and obligations under this Agreement (without the prior written consent of the other Parties)subsequent breach. 5.4 (j) This Agreement may be executed in counterparts (including one or more counterparts, and by facsimile or electronically transmitted signature pages)the Parties in separate counterparts, each of which when executed shall be deemed to be an original, with but all of which taken together shall constitute one and the same effect agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier, email or other electronic means shall be effective as if delivery of an originally executed counterpart of this Agreement. (k) This Agreement shall enure to the signatures thereto and hereto were upon the same instrument, benefit of and shall become effective when one or more counterparts have been signed be binding on and enforceable by each of the Parties and delivered their respective heirs, executors, legal personal representatives, successors and permitted assigns. (by telecopy or otherwisel) The Parties have expressly required that this Agreement and all notices relating hereto be drafted in English. (m) This Agreement constitutes the entire agreement among the Parties pertaining to the other subject matter hereof and supersedes all prior agreements, negotiations, discussions and understandings, written or oral, among the Parties. 5.5 Any waiver of any right or default under this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision of this Agreement will be effective unless it is granted in writing and signed by the Party granting the waiver and with the prior written consent of the Company. Any delay by any Party in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy (or a waiver of any other rights or remediesn) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy). 5.6 This Agreement shall is an amendment and restatement of, but not be amendeda novation of, changed or modifiedthe 2006 SPA, except by another agreement in writing executed by the Parties heretosuch amendment and restatement being effective August 6, 2010.

General Provisions. 5.1 Each This agreement, including the attachments hereto, constitutes the entire agreement of the Parties confirms that it has received independent legal advice relating parties hereto with respect to the subject matter hereof, and supersedes all matters provided for prior oral or written agreements and all other negotia- tions, agreements, covenants and representations. This agreement may not be amended or modified, except by a further written agreement signed by the parties hereto. No failure or delay on the part of any party in this Agreement and agrees that the provisions exercising any right or remedy hereunder will operate as a waiver thereof; nor will any single or partial exercise of this Agreement are fair and reasonable. 5.2 Any term any such right or remedy preclude any other or further exercise thereof or of any other right or remedy. No provision of this Agreement which is invalid or unenforceable agreement may be waived except in a writing signed by the party granting such waiver. Neither party may assign its rights hereunder to any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No third party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 This Agreement shall be binding on and inure for the benefit of the successors of each of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (without the prior written consent of the other Parties). 5.4 This Agreement party, except that either party may be executed assign its rights under this agreement without the consent of the other party in counterparts (including by facsimile or electronically transmitted signature pages), each the event of which shall be an original, with a sale of substantially all the same effect as if assigning party's assets. In the signatures thereto and hereto were upon the same instrument, and shall become effective when event that any one or more counterparts of the provisions, or parts of any provisions, contained in this agreement are for any reason held to be invalid, illegal, or unenforceable in any respect by a court of compe- tent jurisdiction, the same will not invalidate or otherwise affect any other provision hereof, and this agree- ment will be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. All notices, requests, demands, payments, consents and other communications hereunder will be transmitted in writing and will be deemed to have been signed duly given when hand delivered, upon delivery when sent by each ex- press mail, courier, overnight mail or other overnight or next-day delivery service, or on the date mailed when sent by registered or certified United States mail, postage prepaid, return receipt requested, to the addresses set forth in this agreement. Each party may change its address by giving notice of the Parties and delivered (by telecopy or otherwise) such change of address to the other Parties. 5.5 Any waiver of any right or default under this Agreement shall be effective only party in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision of this Agreement will be effective unless it is granted in writing and signed by the Party granting the waiver and with the prior written consent of the Company. Any delay by any Party in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy)manner described above. 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

General Provisions. 5.1 Each 17.1 The failure of either Party at any time to require performance by the Parties confirms that it has received independent legal advice relating to all matters provided for in this Agreement and agrees that the other Party of any provisions of this Agreement shall in no way affect the right of such Party to require performance of any provisions. Any waiver by any Party of any breach of any provisions of this Agreement shall not be construed as a waiver of any continuing or succeeding breach of such provisions or any other provisions of this Agreement. The rights and remedies provided in this Agreement are fair cumulative and reasonablenot exclusive of any rights and remedies provided by law. 5.2 17.2 Any term or provision provisions of this Agreement which is invalid are prohibited or unenforceable in any jurisdiction shall, shall as to that jurisdiction, such jurisdiction be ineffective to the sole extent of such invalidity prohibition or unenforceability, without invalidating the remaining provisions hereof and any such prohibition or unenforceability without rendering invalid in any jurisdiction shall not invalidate or render unenforceable such provisions in any other jurisdiction and in the event of any provisions being severed, there shall be deemed substituted a like provision to accomplish the intent of the Parties to the extent permitted by the applicable law save that if Article 10 (Confidentiality) above shall be deemed to be prohibited or unenforceable in whole or in part, then notwithstanding anything to the remainder of such term contrary herein, this Agreement shall forthwith cease and terminate. 17.3 Any governmental impost payable in the Territory in connection with the registration or provision or the remaining terms and provisions approval of this Agreement shall be for the account of Iso. 17.4 Any notice or communication to be given or made hereunder shall be deemed to be properly given or made: 17.4.1 Three (3) working days after being sent to the intended recipient by pre-paid recorded delivery post (special courier), addressed to its registered office marked for the attention of a principal officer; or 17.4.2 Twenty-four (24) hours after the time of dispatch of a facsimile or e-mail message. 17.5 The rights and licenses granted by IBt in any jurisdiction and, if any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 This Agreement shall be binding on and inure for the benefit of the successors of each of the Parties, but the Parties may not assign, grant be assigned by Iso to another party (other than a wholly owned subsidiary to which Iso may assign this License Agreement at any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (time); without the prior written consent of the other Parties)IBt. 5.4 17.6 This Agreement contains the entire agreement of the Parties hereto with regard to the object to which it refers and contains everything the Parties have negotiated and agreed upon within the framework of this Agreement. 17.7 No amendment or modification of this Agreement shall take effect unless it is in writing and is executed by duly authorized representatives of both Parties. 17.8 This Agreement may be executed in counterparts (including by facsimile one or electronically transmitted signature pages)more counterparts, each of which when so executed shall be deemed to be an original, with the same effect as if the signatures thereto and hereto were upon all of which together shall constitute one and the same instrument. 17.9 In respect to the public nature of both Parties, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy agree to not disclose the existence or otherwise) to the other Parties. 5.5 Any waiver of any right or default under this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision content of this Agreement will be effective unless it is granted in writing to the public without mutual consultation, coordination and signed by the Party granting the waiver and with the prior written consent of the Company. Any delay by any Party in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy)consent. 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

General Provisions. 5.1 Each 6. The Parties acknowledge that this Agreement is a voluntary and full settlement of the Parties confirms that it has received independent legal advice relating to all matters provided for in disputed complaint. No party admits liability or wrongdoing of any nature as a result of entering into this Agreement and agrees the parties acknowledge that no findings have been made with respect to the provisions Complaint allegations. No party has been coerced, intimidated, threatened, or in any way forced to become a party to this Agreement. The Parties have read and fully understand the significance of the terms set forth herein. By executing this Agreement are fair and reasonableAgreement, no party admits any liability or wrongdoing. 5.2 Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of 7. Each person who signs this Agreement in any jurisdiction and, if any provision a representative capacity warrants that his or her execution of this Agreement is so broad as duly authorized, executed and delivered by and for the entity for which he or she signs. 8. It is understood that Respondent denies that it has violated the Act or any other law. This Agreement does not constitute an admission by the Respondent or evidence of a determination by HUD of any violation of the Act or any other law. 9. This Agreement, after it has been approved by the Assistant Secretary, is binding upon HUD, the Respondent, and their respective employees, successors and assigns. 10. It is understood that, pursuant to be unenforceableSection 801(b)(4) of the Act, such provision shall be interpreted upon approval of this Agreement by the Assistant Secretary, this Agreement is a public document. However, HUD will hold confidential all information of a personal or proprietary nature concerning Parties to be only so broad as this Agreement that is enforceablenot contained in the body of this Agreement. 11. No party hereto shall assertamendments to, and each party hereto shall cause its respective affiliates not to assertmodifications of, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 This Agreement shall be binding on and inure for the benefit of the successors of each of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (without the prior written consent of the other Parties). 5.4 This Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other Parties. 5.5 Any waiver of any right or default under this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision of this Agreement will shall be effective unless it all of the following conditions are met: (a) all signatories or their successors to the Agreement are notified in advance and agree to the proposed amendment, modification or waiver; (b) the amendment, modification, or waiver is granted in writing writing; and (c) the amendment, modification, or waiver is approved and signed by the Party granting Parties and the waiver and with the prior written consent of the CompanyAssistant Secretary, or his designee. Any delay by any Party such amendment, modification, waiver or consent shall be effective only in exercising, or failure to exercise, any right or remedy under the specific instance and for the specific purpose for which given. 12. The Parties agree that this Agreement shall not constitute a waiver of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy). 5.6 This Agreement shall not may be amended, changed or modified, except by another agreement in writing executed by the Parties' signatures of consent on separate pages. The separate pages will be attached to the body of the Agreement to constitute one document. The Parties heretoagree that signature pages received via electronic transmission will be considered official, provided that the original copy of the signature page is forwarded to HUD immediately upon signing of the Agreement. Both the original and any electronically transmitted signature pages will be retained in the official case file. 13. In exchange for compliance with the provisions of this Agreement, Respondent hereby forever waives, releases and covenants not to xxx HUD or its employees, assigns or successors, with regard to any and all claims, damages and injuries of whatever nature, whether presently known or unknown, arising out of the facts alleged in or the same subject matter as HUD Case No. 00-13-0001-8 or which could have been filed in any action or suit arising from such facts or subject matter. 14. In exchange for compliance with the provisions of this Agreement, HUD hereby forever waives, releases, and covenants not to xxx Respondent, its affiliates, executors, assigns, employees and attorneys with regard to any and all claims, damages and injuries of whatever nature, whether presently known or unknown, arising out of the subject matter of HUD Case Number 00-13-0001-8 or which could have been filed in any action or suit arising from said subject matter. 15. This Agreement does not in any way limit or restrict HUD's authority to investigate any other complaint involving Respondent within HUD's jurisdiction. 16. Respondent acknowledges that it is unlawful to retaliate against any person because that person has made a complaint, testified, assisted or participated in any manner in a proceeding under the Act and that any such act of retaliation constitutes a material breach of this Agreement and a violation of the Act. 17. If any provision of this Agreement is determined to be invalid or unenforceable for any reason, then such provision shall be treated as severed from the remainder of this Agreement, and shall not affect the validity and enforceability of all the other provisions of this Agreement.

General Provisions. 5.1 Each of the Parties confirms that it has received independent legal advice relating to all matters provided for in this Agreement and agrees that the provisions of this Agreement are fair and reasonable. 5.2 Any term (a) No rights or provision of this Agreement which is invalid obligations may be assigned or unenforceable in any jurisdiction shall, transferred (as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 This Agreement shall be binding on and inure for the benefit of the successors of each of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations applicable) under this Agreement (by either party without the other party’s prior written consent consent. (b) Each provision and each sub-clause is enforceable independently of any other and their validity shall not be affected if any other clause is unenforceable or otherwise held to be invalid. (c) This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all and any other agreements or discussions on the same topics. Notwithstanding this provision, any directions from Vantage personnel, either in writing and/or orally, additional terms from the Site pages, including without limitation, the conditions relating to Margins Calls and Margin Cuts , overnight financing charges and trading fees all form an integral part of the other Parties)terms of this Agreement. Other than as required by Applicable Laws, no term shall be implied into this Agreement. 5.4 This (d) You shall bear your own costs and expenses in executing and completing this Agreement. (e) Our rights and remedies under this Agreement may will be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrumentcumulative, and shall become effective when one our exercise or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other Parties. 5.5 Any waiver of any right or default under remedy will not preclude or inhibit the exercise of any additional right or remedy. (f) We may assign the benefit and burden of this Agreement shall be effective only to a third party, in whole or in part, provided that any assignee agrees to abide by the instance given Terms of this Agreement and shall subject to the approval of the FCA. Such assignment will come into effect 10 business days following the day you are deemed to have received notice of the assignment by us. You agree that you may not operate assign the benefit and burden of this Agreement, whether in whole or in part, to any third party without our prior written consent. (g) You acknowledge and agree that the copyrights, trademarks, database and other property or rights in any information distributed to or received by you from us (including, but not limited to, our prices), together with the contents of our Site(s), brochures and other material connected with our dealing service and in any database that contains or constitutes such information, will remain the sole and exclusive property of ours or any third party identified as being the owner of such rights. (h) If any clause (or imply a waiver any part of any other or similar right or default on clause) is held by a court of competent jurisdiction to be unenforceable for any subsequent occasion. No waiver reason then such clause will, to that extent, be deemed severable and not form part of any provision this Agreement, but the enforceability of the remainder of this Agreement will not be effective affected. (i) You will be responsible at all times for the payment of all taxes due and for providing any relevant tax authority with any information relating to your dealings with us. You agree that if we provide you with any information or express any opinion in relation to the tax treatment of your dealings with us it will not be reasonable for you to rely upon any such statement and it will not constitute tax advice. (j) Our records, unless it is granted shown to be wrong, will be evidence of your dealings with us in connection with our services. You will not object to the admission of our records as evidence in any legal or regulatory proceedings because such records are not originals, are not in writing and signed or are documents produced by a computer. You will not rely on us to comply with your record keeping obligations, although records may be made available to you on request at our absolute discretion. (k) To the Party granting the waiver and with the prior written consent of the Company. Any delay by any Party in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy (or a waiver extent of any other rights or remedies) and no single or partial exercise inconsistency between the provisions of this Agreement, Vantage may resolve any rights or remedy under this Agreement or otherwise shall prevent resolve and/or interpret any further exercise of the right or remedy (or the exercise of any other right or remedy)such inconsistency in its sole discretion. 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

General Provisions. 5.1 Each 6.1 Time shall be of the Parties confirms that it has received independent legal advice relating to all matters provided for essence of this Agreement. 6.2 This Agreement contains the whole agreement between the parties hereto in respect of the purchase and sale of the Company Shares and there are no warranties, representations, terms, conditions or collateral agreements expressed, implied or statutory, other than as expressly set forth in this Agreement and agrees that the provisions of this Agreement are fair and reasonableAgreement. 5.2 Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 6.3 This Agreement shall be binding on and inure for enure to the benefit of and be binding upon the parties hereto and their respective successors of each and permitted assigns. The Purchaser may not assign this Agreement without the consent of the PartiesVendor, but the Parties which consent may not assign, grant be withheld for any security interest, hold on trust or otherwise transfer all or any of their rights and obligations reason whatsoever. 6.4 Any notice to be given under this Agreement (without shall be duly and properly given if made in writing and delivered or telecopied to the prior written consent addressee at the address as set out on page one of this Agreement. Any notice given as aforesaid shall be deemed to have been given or made on, if delivered, the date on which it was delivered or, if telecopied, on the next business day after it was telecopied. Any party hereto may change its address for notice from time to time by providing notice of such change to the other Parties)parties hereto in accordance with the foregoing. 5.4 6.5 This Agreement may be executed in counterparts (including by facsimile one or electronically transmitted signature pages)more counterparts, each of which so executed shall constitute an original and all of which together shall constitute one and the same agreement. 6.6 This Agreement shall be an original, with the same effect as if the signatures thereto construed and hereto were upon the same instrumentenforced in accordance with, and the rights of the parties shall become effective when one or more counterparts have been signed by be governed by, the laws of the State of Nevada, and each of the Parties and delivered (by telecopy or otherwise) parties hereto irrevocably attorns to the other Partiesjurisdiction of the courts of the State of Nevada. 5.5 Any waiver of any right or default under 6.7 This Agreement has been prepared by X’Xxxxx Law Group PLLC as legal counsel for the Company, and the Vendor and the Purchaser acknowledge and agree that they have been advised to seek separate legal counsel with respect to the matters contained in this Agreement. 6.8 This Agreement may be executed in several parts in the same form and such parts as so executed shall together constitute one original agreement, and such parts, if more than one, shall be effective only in read together and construed as if all the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision signing parties hereto had executed one copy of this Agreement will be effective unless it is granted in writing and signed by the Party granting the waiver and with the prior written consent of the Company. Any delay by any Party in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy)Agreement. 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

General Provisions. 5.1 Each 20.1 This Agreement shall be governed in all respects by the laws of the State of New York, without regard to any rules of conflict and choice of laws that would require the application of laws of another jurisdiction. 20.2 This Agreement constitutes the entire Agreement between the Parties confirms that it has received independent legal advice relating with respect to the subject matter hereof and supersedes all matters provided for in this Agreement previous proposals, negotiations, representations or commitments between the Parties, both written and agrees that the provisions oral. The terms of this Agreement are fair shall prevail in the event that there is a conflict or variance with the terms and reasonableconditions of any purchase order form or other document submitted by MDT or with any invoice or other document submitted by the Company. 5.2 Any 20.3 All rights and remedies conferred under this Agreement or by any other instrument or law shall be cumulative and may be exercised singularly or concurrently. 20.4 The failure by either party to enforce any term or provision condition of this Agreement, the written waiver of any term or condition of this Agreement which is invalid or unenforceable in the acceptance of any jurisdiction shall, as to payment shall not be a waiver of further enforcement of that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such any other term or provision condition. 20.5 The captions used herein are for convenience only and shall not be considered in construing or interpreting the remaining terms and provisions of this Agreement in any jurisdiction and, if hereof. 20.6 If any provision of this Agreement is so broad as shall be held to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby. 5.3 20.7 Notwithstanding the termination or expiration of this Agreement, it is acknowledged and agreed that the following provisions shall survive any such termination or expiration, in addition to such other provisions of this Agreement which by their terms are intended to survive the termination of this Agreement: Sections 7.1(b), 7.2, 10.3, 10.4, 10.5, 10.6, 12.1, 12.2, 13.1, 13.2, 16, 17.1, 17.2, 17.3, 18.1, 18.2, 18.3, 19 and 20.1. 20.8 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all such counterparts together shall constitute but one and the same instrument. 20.9 This Agreement shall not be binding on valid until signed and accepted by authorized representatives for each party, and no party shall be bound by any change, alteration, amendment modification, termination or attempted waiver of any of the provisions hereof unless in writing and signed by an authorized officer of the party against whom it is sought to be enforced. 20.10 Without derogating from anything contained in Sections 2.3 and 5.8 hereof, neither this Agreement nor any rights granted hereby may be assigned by either party without the other party’s prior written consent, such consent not to be unreasonably withheld. Any attempted assignment in violation of the proceeding sentence shall be null and void. Notwithstanding the foregoing, consent shall not be required for an assignment of this Agreement resulting from (i) a merger, reorganization, reincorporation or other acquisition of a party or (ii) the sale of all or substantially all of the urology or urological diagnostics business of the Company or MDT. This Agreement shall inure for to the benefit of and be binding upon the successors of each and permitted assigns of the PartiesParties hereto. In the event that this Agreement is assigned by the Company to a direct competitor of MDT as a result of the sale of all or substantially all of the Company’s urology or urological diagnostics business to such competitor of MDT, MDT shall have the right to terminate this Agreement upon written notice to the Company. 20.11 Neither party shall be liable for any delay or failure to perform in whole or in part, resulting from causes beyond such party’s reasonable control, including, but not limited to, fires, war, terrorism, strikes, insurrections, riots, embargoes, delays in transportation, inability to obtain supplies of raw materials, or requirements or regulations of any governmental and/or semi-governmental authority. If such delay or failure extends beyond thirty (30) days, the party not affected by the delay shall have the right to terminate this Agreement upon written notice. 20.12 Nothing in this Agreement, whether express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any person other than the Parties to this Agreement and their respective successors and permitted assigns. 20.13 Upon execution of this Agreement, the Company may not assignissue a press release substantially in the form of Annex D hereto (the “Release”). The Company shall be entitled to file a redacted copy of this Agreement with the Securities and Exchange Commission after review thereof by MDT, grant which review by MDT shall be completed in a timely fashion. Except to the extent required by applicable law, neither party shall make any security interest, hold on trust public announcement or otherwise transfer all statement regarding the relationship of the Parties hereunder inconsistent with the Release or any public filings of their rights and obligations under this Agreement (either party without the prior written consent of the other Parties). 5.4 This Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages)party, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other Parties. 5.5 Any waiver of any right or default under this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision of this Agreement will be effective unless it is granted in writing and signed by the Party granting the waiver and with the prior written consent of the Company. Any delay by any Party in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy). 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties heretounreasonably withheld.

General Provisions. 5.1 Each (a) The Collateral Agent on behalf of the Parties confirms that it has received independent legal advice relating Secured Party and its successors and permitted assigns shall have no obligation in respect of the FMARC Collateral, except to all matters use reasonable care in holding the FMARC Collateral and to hold and dispose of the same in accordance with the terms of this Pledge Agreement. (b) The failure of the Collateral Agent or the Secured Party to exercise, or delay in exercising, any right, power or remedy hereunder, shall not operate as a waiver thereof, nor shall 21 any single or partial exercise by the Collateral Agent or the Secured Party of any right, power or remedy hereunder preclude any other or future exercise thereof, or the exercise of any other right, power or remedy. The remedies herein provided for in are cumulative and are not exclusive of any remedies provided by law or any other agreement. (c) The representations, covenants and agreements of the Pledgor herein contained shall survive until the Final Date. (d) Neither this Pledge Agreement and agrees that nor the provisions of this Agreement are fair and reasonable. 5.2 Any term hereof can be changed, waived or provision of this Agreement which is invalid terminated unless any such change, waiver or unenforceable termination shall be in any jurisdiction shallwriting, as to signed by the parties hereto; no modification that jurisdiction, would be ineffective adverse to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as to be unenforceable, such provision Senior Creditors shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 This Agreement shall be binding on and inure for the benefit of the successors of each of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (made without the prior written consent of the other Parties)Senior Creditors for so long as the Senior Security Interests shall continue and any Senior Obligations are unpaid. This Pledge Agreement, subject to the rights of the Senior Creditors for so long as the Senior Security Interests shall continue, shall be binding upon and inure to the benefit of the parties hereto, and their respective successors, legal representatives and permitted assigns. If any provision of this Pledge Agreement shall be invalid or unenforceable in any respect or in any jurisdiction, the remaining provisions shall remain in full force and effect and shall be enforceable to the maximum extent permitted by law. 5.4 (e) This Pledge Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages)counterparts, each of which shall be constitute an originaloriginal but all of which, with when taken together, shall constitute one instrument. (f) This Pledge Agreement is fully assignable by the same effect as if the signatures thereto and hereto were upon the same instrumentSecured Party, and shall become effective when one or more counterparts have been signed by each including, but not limited to, assignment to any subsequent purchaser of the Parties and delivered (by telecopy Owned Loans or otherwise) to UDC, any affiliate of UDC, or any successor-in-interest, assign or purchaser of the other Parties. 5.5 assets of UDC or any affiliate of UDC. Any waiver assignee, successor or transferee of any the Secured Party shall have the right or default under this Agreement shall be effective only in to enforce all the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision provisions of this Agreement will be effective unless it is granted in writing and signed by the Party granting the waiver and with the prior written consent of the Company. Any delay by any Party in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute as though such assignee were a waiver of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy)signatory hereto. 5.6 This Agreement shall not be amended(g) THE VALIDITY OF THIS PLEDGE AGREEMENT, changed or modifiedTHE CONSTRUCTION, except by another agreement in writing executed by the Parties heretoINTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF ARIZONA. THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS PLEDGE AGREEMENT MAY BE TRIED AND LITIGATED IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE. PLEDGOR, COLLATERAL AGENT AND THE SECURED PARTY WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS 22 SECTION.

General Provisions. 5.1 Each 25.5.1 This Agreement shall construed in accordance with the State of Colorado and venue shall be in Larimer County, Colorado. 25.5.2 This Agreement is made for the sole and exclusive benefit of the Parties confirms Cities and Lessee, their successors and assigns, and is not made for the benefit of any third party. 25.5.3 In the event of any ambiguity in any of the terms of this Agreement, it shall not be construed for or against any party hereto on the basis that it has received independent legal advice relating to all matters provided for such party did or did not author the same. 25.5.4 All covenants, stipulations and agreements in this Agreement shall extend to and agrees that bind each party hereto, its legal representatives, successors and assigns. 25.5.5 The titles of the provisions several articles of this Agreement are fair inserted herein for convenience only, and reasonable. 5.2 Any term or provision of this Agreement which is invalid or unenforceable are not intended and shall not be construed to affect in any jurisdiction shall, as to that jurisdiction, be ineffective to manner the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions hereof, or the interpretation or construction thereof. 25.5.6 Nothing herein contained shall create, or be construed to create, a partnership, joint venture, agency or any other relationship between the Cities and Lessee, other than that of this Agreement landlord and tenant. The Cities and Lessee each expressly disclaim the existence of any such other relationship between them. 25.5.7 Cities have and may allow certain portions of the Airport to be used by others tenants at any time and Lessee shall not interfere in any jurisdiction and, if any provision of this Agreement is so broad as manner with said other tenants or with the facilities granted to be unenforceable, such provision tenants. Nothing herein contained shall be interpreted construed to be only so broad grant or authorize the granting of an exclusive right prohibited by Section 308 of the Federal Aviation Act of 1958, as is enforceable. No party hereto shall assertamended, and each party hereto shall cause its respective affiliates not the Cities reserved the right to assertgrant to others the privilege and right of conducting any one or all of the activities specified herein, that this Agreement or any part hereof is invalid, illegal or unenforceableother activities of an aeronautical nature. 5.3 This Agreement shall be binding on and inure for 25.5.8 In the benefit of the successors of each of the Parties, but the Parties may not assign, grant event any security interest, hold on trust action or otherwise transfer all or any of their rights and obligations under this Agreement (without the prior written consent of the other Parties). 5.4 This Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) proceeding is brought to the other Parties. 5.5 Any waiver of any right or default under this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision of this Agreement will be effective unless it is granted in writing and signed by the Party granting the waiver and with the prior written consent of the Company. Any delay by any Party in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy recover payments due under this Agreement or otherwise shall prevent any further exercise take possession of the right Leased Premises and/or the improvements thereon, or remedy (to enforce compliance with this Agreement for failure to observe any of its covenants, the prevailing party shall be awarded reasonable attorneys’ fees and costs as set by the court. 25.5.9 The time within which either party hereto shall be required to perform any act under this Agreement, other than the payment of money, shall be extended by a period equal to the number of days during which performance of such act is delayed unavoidably by strikes, lockouts, acts of God, governmental restrictions, failure or the exercise inability to secure materials or labor by reason of or similar regulation or order of any other right governmental or remedy)regulatory body, war, enemy action, acts of terrorism, civil disturbance, fire, unavoidable casualties, or any similar occurrence. 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

General Provisions. 5.1 Each 7.1 This Agreement does not create an agency, partnership or joint venture between the parties. The parties hereto agree that neither has the authority to bind the other with respect to any matter. 7.2 Notices under this Agreement shall be deemed to have been given when actually delivered by hand, via overnight courier or when mailed, postage prepaid, by registered or certified mail, return receipt requested, or by courier service to the other party at the address stated below or such other addresses as such party may have provided by written notice. In the case of The Bancorp: In the case of Company: The Bancorp, Inc. Higher One, Inc. 000 Xxxxxxxxxx Xxxx, Xxxxx 000 00 Xxxxxxx Xxxx Xxxxxxxxxx, Xxxxxxxx 00000 Xxx Xxxxx, XX 00000 Attn: Xxxxx X. Xxxxxxxxxxx Attn: Contracts Admin Facsimile: (000) 000-0000 Facsimile: (000) 000-0000 Either party may from time to time change its address for notification purposes by giving the other party written notice of the Parties confirms that new address and the date upon which it has received independent legal advice relating to all matters provided will become effective 7.3 Termination or expiration of this Agreement for any reason shall not release either party from liabilities or obligations set forth in this Agreement and agrees that which (i) the provisions parties have expressly agreed shall survive any such termination or expiration, or (ii) remain to be performed or by their nature would be intended to be applicable following any such termination or expiration. The termination or expiration of this Agreement are fair and reasonableshall not affect any of either party’s warranties, indemnification obligations or any other matters set forth in this Agreement that would survive termination or expiration in order to carry out their intended purpose, all of which shall survive the termination or expiration of this Agreement. 5.2 Any term or provision 7.4 This Agreement shall be binding on the parties and their respective successors and assigns. 7.5 This Agreement may become executed in several counterparts, all of which taken together shall constitute one single agreement between the parties. 7.6 The Section headings used in this Agreement are for reference and convenience only and shall not affect the interpretation of this Agreement which is invalid or unenforceable in any jurisdiction shallAgreement. 7.7 If, as to that jurisdiction, be ineffective but only to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction andthat, if any provision of this Agreement is so broad as declared or found in a final decision to be unenforceableillegal, such provision unenforceable or void by a court of competent jurisdiction, then both parties shall be interpreted to be only so broad as is enforceable. No party hereto shall assertrelieved of all obligations arising under such provision, it being the intent and each party hereto shall cause its respective affiliates not to assert, agreement of the parties that this Agreement shall be deemed amended by modifying such provision to the extent necessary to make it legal and enforceable while preserving its intent. 7.8 A waiver by any of the parties of any covenants, conditions or agreements to be performed by the other party or any part hereof is invalidbreach thereof shall not be construed to be a waiver of any succeeding breach thereof or of any other covenant, illegal condition or unenforceableagreement therein herein contained. 5.3 7.9 This Agreement, including any documents referred to in the Agreement or attached hereto, constitutes the entire and exclusive statement of Agreement between the parties with respect to its subject matter and there are no oral or written representations, understandings, or agreements relating to this Agreement, which are not fully expressed herein. 7.10 This Agreement shall be binding on governed by, construed and inure for enforced in accordance with the benefit laws of the successors State of each Delaware without reference to choice of the Partieslaw principles. 7.11 In any suit or action to enforce this Agreement, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of the terms or provisions herein contained, the prevailing party shall be entitled to recover its part of its reasonable and customary costs and legal fees, including costs and fees for paralegals and any administrative proceedings or appeals. 7.12 The Bancorp and the Company shall keep in full effect their rights existence and obligations good standing as corporations in the State of Delaware and will obtain and preserve their qualifications to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to enable The Bancorp and the Company to perform their duties under this Agreement (without Agreement, except where the prior written consent of the other Parties). 5.4 This Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other Parties. 5.5 Any waiver of any right or default under this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision of this Agreement will be effective unless it is granted in writing and signed by the Party granting the waiver and with the prior written consent of the Company. Any delay by any Party in exercising, or failure to exercise, any right or remedy under this Agreement shall so qualify would not constitute have a waiver material adverse effect on the ability of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (The Bancorp or the exercise of any other right or remedy)Company to perform its duties hereunder. 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

General Provisions. 5.1 Each of the Parties confirms that it has received independent legal advice relating to all matters provided for in this Agreement and agrees that the provisions of this Agreement are fair and reasonable. 5.2 Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if 1. If any provision of this Agreement is so broad as invalid, illegal or unenforceable under Chinese law, all other provisions of this Agreement shall remain in full force and effect. In the event that any provision of this Agreement is held to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable, the parties shall negotiate in good faith and amend this Agreement to achieve the original intent of the parties as nearly as possible in an acceptable manner. 5.3 2. If any amendment to this Agreement is proposed by the relevant regulatory authority, the parties shall negotiate an amendment to this Agreement accordingly. 3. This Agreement shall be binding on and inure for constitutes the benefit entire agreement of the successors of each of parties with respect to the Partiessubject matter hereof and supersedes all prior consultations, but negotiations and agreements between the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (without the prior written consent of the other Parties)parties with respect to such subject matter. 5.4 This Agreement may be executed in counterparts (including by facsimile 4. Failure or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other Parties. 5.5 Any waiver of any right or default under this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision of this Agreement will be effective unless it is granted in writing and signed by the Party granting the waiver and with the prior written consent of the Company. Any delay by any Party in exercising, or failure a party to exercise, any exercise a right or remedy under this Agreement shall not constitute a waiver of that right and shall not prevent the party from exercising that right again in the future if it has already exercised it or partly exercised it. 5. Either party may waive the terms and conditions of this Agreement, provided that such waiver is in writing and signed by all parties. A waiver made by one party in one instance with respect to a default by another party shall not be deemed to be a waiver made by that party with respect to a similar default by another party in other instances. 6. A party may not assign its rights or obligations under this Agreement, in part or in whole, to any third party during the term of this Agreement without the prior written consent of the other party, except that WFOE shall have the right to assign all or remedy (or a waiver part of any other its rights or remedies) and no single or partial exercise of any rights or remedy obligations under this Agreement or otherwise shall prevent any further exercise without the consent of the right or remedy (or the exercise of any other right or remedy). 5.6 party. This Agreement shall be legally binding upon the parties hereto and such party’s lawful successors and assigns. 7. Any notice or written communication (including, but not limited to, written documents or notices under this Agreement) from one party to this Agreement to the other party shall be amendedpromptly sent or delivered to the corresponding party by letter (including courier) or e-mail. The date of receipt of the notice or communication, changed if served by letter (including courier), shall be the third business day after the letter is posted. If delivered by e-mail, the date on which the e-mail reaches the other party’s system. All notices and correspondence shall be sent by the contact method shown in Annex V until one party notifies the other party in writing of the change of contact method. 8. Any amendment or modifiedsupplement to this Agreement must be in writing and, except for the assignment by another agreement in writing executed WFOE of its rights under this Agreement pursuant to Article 12.6, no amendment or supplement to this Agreement shall be effective until it is duly signed by the Parties parties hereto. If any modification or supplement to this Agreement is required by law to be licensed and/or registered or filed with any governmental agency, the parties shall obtain such license and/or complete such registration or filing in accordance with law. 9. This Agreement is written in Chinese, 9 original copy for each party and the remaining copies shall be retained by Music Festival Culture and shall be of equal legal effect. (No text below this page, followed by a signature page) (This is the signature page of the Exclusive Option Agreement, without text) Ningbo Huaqiang Ruizhe Investment Partnership (Limited Partnership) (stamp) Signature of legal representative/authorized person: Suzhou Fengqiao Jichu Chuangye Investment Partnership (Limited Partnership) (stamp) Signature of legal representative/authorized person: Tianjin Shengxin Enterprise Management Consulting Partnership (Limited Partnership) (stamp) Signature of legal representative/authorized person: Xxxx XX (Signature) He Yu (Signature) Zheng Tu(Signature) Beijing Music Festival Culture Communications Co., Ltd. (stamp) Signature of legal representative/authorized person:

General Provisions. 5.1 Each 5.1. In entering and making this Settlement Agreement, the Parties assume the risk of any mistake of fact or law. If the Parties, or any of them, should later discover that any fact they relied upon in entering this Settlement Agreement is not true, or that their understanding of the facts or law was incorrect, the Parties shall not be entitled to seek rescission of this Settlement Agreement by reason thereof, except in the case of willful fraud. Subject to these limitations this Settlement Agreement is intended to be final and binding upon the Parties regardless of any mistake of fact or law. 5.2. This Settlement Agreement shall be binding upon and for the benefit of any of the Parties confirms and their successors and assigns. Nothing in this Settlement Agreement shall be construed or interpreted to impart any rights or obligations to any third party (other than a permitted successor or assignee bound to this Settlement Agreement). 5.3. Neither the provision of consideration in the form of the mutual covenants contained herein, nor the performance of any such covenants contained herein, nor anything contained or incorporated herein shall be deemed, nor shall the negotiations, execution and performance of this Settlement Agreement constitute, any admission or concession of liability or wrongdoing on the part of any Party; or any other form of admission with respect to any matter, thing or dispute whatsoever. Any such liability or wrongdoing is expressly denied. 5.4. Each Party represents and warrants to the other Parties that (1) it has the full power and authority to enter into this Settlement Agreement and to perform all transactions, duties and obligations herein set forth, (2) it has taken all necessary actions duly and validly to authorize the execution and delivery of this Settlement Agreement and the other documents and agreements provided for herein to be executed and delivered by such Party in accordance with applicable law, (3) it has duly and validly executed and delivered this Settlement Agreement and the other documents and agreements provided for herein to be executed and delivered by such Party, and (4) this Settlement Agreement and the other documents and agreements provided for herein to be executed and delivered by such Party constitute the legal, valid and binding obligations of such Party, enforceable against such Party in accordance with their respective terms. 5.5. Each Party warrants the following: (1) it is represented by competent counsel with respect to this Settlement Agreement and all matters covered by it; (2) it has been fully advised by said counsel with respect to its rights and obligations and with respect to the execution of this Settlement Agreement; and (3) it authorizes and directs its respective attorneys to have such papers executed and to take such other action as is necessary and appropriate to effectuate the terms of this Settlement Agreement. 5.6. Each Party warrants that no promise, inducement or agreement not expressed herein has been made in connection with this Settlement Agreement. To the extent that it was deemed necessary and desirable by a Party, each such Party warrants that it has received independent legal appropriate, adequate, and competent technical and economic advice. Each Party warrants that it has not relied on any other Party for advice relating or guidance concerning the technical or economic implications or consequences of the Renegotiated Contract or this Settlement Agreement. This Settlement Agreement constitutes the entire agreement between the Parties and supersedes and replaces all prior negotiations or proposed agreements, written or oral, with respect to all matters provided for in this Agreement and agrees that the provisions of this Agreement are fair and reasonablesubject matter thereof. 5.2 Any term 5.7. This Settlement Agreement may not be altered, amended, modified or provision of this Agreement which is invalid or unenforceable otherwise changed in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 This Agreement shall be binding on and inure for the benefit of the successors respect whatsoever except by a writing duly executed by an authorized representative of each of the Parties. 5.8. The language of this Settlement Agreement shall be construed as a whole, but according to its fair meaning and intendment, and not strictly for or against any Party, regardless of who drafted or was principally responsible for drafting the Settlement Agreement or any specific terms or conditions hereof. This Settlement Agreement shall be deemed to have been drafted by all Parties, and no Party shall urge otherwise. 5.9. The headings in this Settlement Agreement are for convenience only. They in no way limit, alter or affect the meaning of this Settlement Agreement. 5.10. This Settlement Agreement shall be construed and enforced pursuant to the laws of the State of California. 5.11. Should any provision of this Settlement Agreement be held illegal, such illegality shall not invalidate the whole of this Settlement Agreement; instead, the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of shall use their rights and obligations under this best efforts to reform the Settlement Agreement (without in order to give effect to the prior written consent original intention of the other Parties)Parties in all material respects. 5.4 5.12. This Settlement Agreement may be executed in counterparts (including by multiple original and/or facsimile or electronically transmitted signature pages)counterparts, each of which is equally admissible in evidence and shall be an original, with the same effect as if the signatures thereto deemed to be one and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other Parties. 5.5 Any waiver of any right or default under this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision of this Agreement will be effective unless it is granted in writing and signed by the Party granting the waiver and with the prior written consent of the Company. Any delay by any Party in exercising, or failure to exercise, any right or remedy under this This Settlement Agreement shall not constitute take effect until each Party has signed a waiver of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy)counterpart. 5.6 This 5.13. Each Party represents and warrants that it has the full power and authority to enter into this Settlement Agreement shall not be amendedand to perform all transactions, changed duties and obligations herein set forth. Each signatory to this Settlement Agreement who signs on behalf of a Party represents and warrants that he or modified, except by another agreement in writing executed by she has the Parties heretoauthority to sign on behalf of that Party.

General Provisions. 5.1 Each 7.1. The parties agree that the covenants and promises set forth in paragraphs 4, 5 and 6 shall survive the termination of the Parties confirms that it has received independent legal advice relating to all matters provided for in this Agreement and agrees that continue in full force and effect. 7.2. Except as otherwise provided in paragraph 6.2 above, failure to insist upon strict compliance with any term hereof shall not be considered a waiver of any such term. 7.3. This Agreement and its attachments, along with any other document or policy or practice referenced herein (which are collectively referred to as "Agreement" herein), contain the provisions entire agreement of the parties regarding Executive's employment and supersede any prior written or oral agreements or understandings relating to the same. No modification or amendment of this Agreement are fair shall be valid unless in writing and reasonablesigned by or on behalf of both parties. 5.2 Any term or provision of 7.4. Once signed by both parties, this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 This Agreement shall be binding on upon and shall inure for to the benefit of the successors of each heirs, successors, and assigns of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (without the prior written consent of the other Parties)parties. 5.4 7.5. This Agreement may is intended to be executed performed in counterparts (including by facsimile accordance with, and only to the extent permitted by, all applicable laws, ordinances, rules and regulations. If any provisions of this Agreement, or electronically transmitted signature pages)the application thereof to any person or circumstance, each shall, for any reason and to any extent, be held invalid or unenforceable, such invalidity and unenforceability shall not affect the remaining provisions hereof and the application of such provisions to other persons or circumstances, all of which shall be an originalenforced to the greatest extent permitted by law. 7.6. The validity, with the same effect as if the signatures thereto and hereto were upon the same instrumentconstruction, and shall become effective when one or more counterparts have been signed by each interpretation of this Agreement and the rights and duties of the Parties and delivered (parties hereto shall be governed by telecopy or otherwise) the laws of the State of Ohio, without reference to the other PartiesOhio choice of law rules. 5.5 7.7. Any waiver written notice required or permitted hereunder shall be mailed, certified mail (return receipt requested) or hand-delivered, addressed to Company's President at Company's corporate headquarters in Warrendale, PA, or to Executive at the most recent home address. Notices are effective upon receipt. 7.8. The rights of any right or default Executive under this Agreement shall be effective solely those of an unsecured general creditor of Company. 7.9. The headings in this Agreement are inserted for convenience of reference only in the instance given and shall not operate as be a part of or imply a waiver of any other control or similar right or default on any subsequent occasion. No waiver affect the meaning of any provision of this Agreement will be effective unless it is granted in writing and signed by the Party granting the waiver and with the prior written consent of the Company. Any delay by any Party in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy)hereof. 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

General Provisions. 5.1 Each (a) This Agreement constitutes the complete, final and exclusive embodiment of the Parties confirms that entire agreement between Company and Executive with regard to the payments and benefits described herein, and it has received independent legal advice relating supersedes and replaces any and all other agreements (whether written or unwritten) Executive may have with the Company concerning severance benefits or change of control benefits (including but not limited to all matters provided for in this Agreement and agrees that the provisions of this Executive’s Offer Letter and Amendment to Offer Letter concerning severance benefits or change of control benefits); provided, however, that nothing herein shall affect any plan documents or agreements governing any compensatory equity awards that have been or may be granted to Executive, which shall remain in full force and effect. This Agreement are fair is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and reasonableit supersedes any other such promises or representations. This Agreement may not be modified or amended except in a written agreement approved by the Compensation Committee and signed by Executive and a duly authorized officer of the Company. 5.2 Any term or (b) Whenever possible, each provision of this Agreement which is invalid or unenforceable will be interpreted in any jurisdiction shall, such a manner as to that jurisdiction, be ineffective to the sole extent of such effective under applicable law. The invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is shall not affect the validity or enforceability of any other provision of this Agreement. Any invalid or unenforceable provision shall be modified so broad as to be unenforceable, such rendered valid and enforceable in a manner consistent with the intent of the parties insofar as possible. (c) Executive’s or the Company’s failure to insist upon strict compliance with any provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that of this Agreement or the failure to assert any part hereof is invalid, illegal right Executive or unenforceablethe Company may have hereunder shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement. 5.3 This Agreement shall be binding on and inure for the benefit of the successors of each of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (without the prior written consent of the other Parties). 5.4 d) This Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages)several counterparts, each of which shall be deemed to be an original, with the same effect as if the signatures thereto original but all of which together will constitute one and hereto were upon the same instrument, . Facsimile signatures shall be deemed as effective as originals. (e) This Agreement is intended to bind and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) inure to the other Parties. 5.5 Any waiver benefit of and be enforceable by Executive, the Company and their respective successors, assigns, heirs, executives and administrators, except that Executive may not assign any right or default under this Agreement shall be effective only in of Executive’s duties hereunder and Executive may not assign any rights hereunder without the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision of this Agreement will be effective unless it is granted in writing and signed by the Party granting the waiver and with the prior written consent of the Company. This Agreement shall be interpreted and enforced in accordance with the laws of the State of California. (f) Any delay by any Party ambiguity in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of be construed against either party as the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy)drafter. 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

General Provisions. 5.1 Each of 21.1 This Agreement sets forth the entire agreement between the Parties confirms and supersedes all previous negotiations, representations and agreements between the Parties, whether written or oral, that it has received might have lead to the Parties making this Agreement. 22.2 The Parties acknowledge that they have been given adequate time to review this Agreement and to seek and obtain independent legal advice, and represent that they have in fact sought and obtained independent legal advice relating to and are satisfied with all matters provided for of the terms and conditions of this Agreement. 22.3 Time is of the essence of this Agreement. 22.4 Whenever the singular or masculine or neuter is used in this Agreement, the meanings must be construed as the plural or feminine or body corporate when the context requires. 22.5 The headings in this Agreement are for convenience only and agrees that the provisions are not deemed part of this Agreement. 22.6 If any part, section, paragraph or sub-paragraph of this Agreement are fair is held to be invalid, illegal or otherwise void or unenforceable, the balance of the Agreement continues in full force and reasonableeffect. 5.2 Any term 22.7 This Agreement inures to the benefit of and is binding upon the Parties and their respective successors and permitted assigns. 22.8 The Parties acknowledge that they were jointly responsible for the preparation of this Agreement and, in the event of any inconsistencies or need for interpretation, there should be no presumption that any construction or interpretation should be construed against any party. 22.9 A party may waive any rights under this Agreement only by written waiver duly signed by such party, and no failure to exercise or delay in exercising a right under this Agreement shall constitute a waiver of such right. 22.10 Each party agrees not to advertise, or otherwise make known to others, any information regarding this Agreement, except as may be required by law. 22.11 Each party represents and warrants they have, respectively, entered into this Agreement freely and in good faith. 22.12 The invalidity or unenforceability of any provision of this Agreement which is invalid shall not affect the validity or unenforceable in enforceability of any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or other provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if Agreement. 22.13 If any provision of this Agreement is so broad as found to be unenforceable, such provision shall will be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement limited or any part hereof is invalid, illegal or unenforceable. 5.3 This Agreement shall be binding on and inure for the benefit of the successors of each of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (without the prior written consent of the other Parties). 5.4 This Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) deleted to the other Partiesminimum extent necessary so that the remaining terms remain in full force and effect. 5.5 Any waiver of any right or default under this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision of this Agreement will be effective unless it is granted in writing and signed by the Party granting the waiver and with the prior written consent of the Company. Any delay by any Party in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy). 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

General Provisions. 5.1 Each 9.1 All notices or other communications which are required or permitted hereunder (collectively, “notices”) shall be in writing and shall be deemed sufficiently given if telescoped with confirmation from the sending machine of satisfactory receipt by the Parties confirms that it has received independent legal advice relating receiving machine, delivered personally, or sent by registered or certified mail, postage prepaid, to all matters provided the party for in this Agreement and agrees that the provisions of this Agreement are fair and reasonable. 5.2 Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shallwhom intended, addressed as follows: if to Owner: Unilife Cross Farm, LLC c/o Unilife Corporation 000 Xxxxxxx Xxxx Lewisberry, PA 17339 Telecopy: 000-000-0000 if to Developer: Xxxxxx X. Xxxxxxxxx Keystone Redevelopment Group, LLC 000 Xxxx Xxxxxx Xxxxxxxxxx, XX 00000 Telecopy: 215-348-7532 or, as to that jurisdictioneither party, be ineffective to such other person or address or number as such party may specify in a notice duly given to the sole extent other party as provided herein. All notices shall be deemed to have been given as of such invalidity the date received if personally delivered, on the time of completion of the telecopy transmission, or unenforceability without rendering invalid three days after the date mailed. 9.2 This Agreement constitutes the entire Agreement between the Parties with respect to the subject matter hereof. No extension, renewal, waiver, or unenforceable modification of the remainder of such term or provision or terms hereof shall be valid unless in writing signed by the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as party to be unenforceable, such provision shall be interpreted charged and only to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceablethe extent therein set forth. 5.3 9.3 This Agreement shall be binding on upon and inure for to the benefit of the parties hereto and their respective successors and assigns. 9.4 All questions with respect to the construction of each this Agreement and the rights and liabilities of the Partiesparties shall be determined in accordance with the applicable provisions of the laws of the Commonwealth of Pennsylvania, but without regard to its conflicts of laws provisions. 9.5 If any term, covenant, or condition of this Agreement, shall, to any extent, be held invalid or unenforceable, the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any remainder of their rights and obligations under this Agreement (without the prior written consent of the other Parties). 5.4 This Agreement may shall not be executed in counterparts (including by facsimile or electronically transmitted signature pages)affected thereby and each term, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrumentcovenant, and shall become effective when one or more counterparts have been signed by each condition of the Parties and delivered (by telecopy or otherwise) to the other Parties. 5.5 Any waiver of any right or default under this Agreement shall be effective only in separately valid and enforceable to the instance given fullest extent permitted by law. 9.6 All rights, privileges, and remedies afforded to the parties by this Agreement shall be cumulative and not exclusive, and the exercise of any one of such remedies shall not operate as or imply be deemed to be a waiver of any other rights, remedies, or similar right privileges provided for herein or default on any subsequent occasion. No waiver available at law or in equity. 9.7 The failure of either party to seek redress for violation, or to insist upon the strict performance, of any covenant, agreement, provision or condition of this Agreement will be effective unless it is granted in writing and signed by the Party granting the waiver and with the prior written consent of the Company. Any delay by any Party in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver thereof and such party shall have all remedies provided for herein or by applicable law with respect to the same or any subsequent act or omission which constitutes such violation or non-performance. 9.8 The captions appearing in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit or describe the right or remedy (or a waiver scope and intent of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy)provisions hereof. 5.6 This Agreement 9.9 No consent, authorization, approval, waiver, or similar action of Owner hereunder shall not be amended, changed or modified, except by another agreement valid unless provided to Developer in a writing executed by the Parties heretoOwner. 9.10 This Agreement will be deemed to have been made and delivered in Pennsylvania and each of the undersigned hereby (i) agrees that any suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in Courts of Common Pleas or in the United States District Court located in the Commonwealth of Pennsylvania, and (ii) irrevocably consents to the jurisdiction of the Courts of Common Pleas and the United States District Courts of Pennsylvania in any such suit, action or proceeding.

General Provisions. 5.1 Each a. This ESA may be amended or modified only in writing, subject to the same approval process required for this ESA. b. No waiver by any party of the Parties confirms that it has received independent legal advice relating to all matters provided for in this Agreement and agrees that any of the provisions of this Agreement are fair ESA shall be effective unless in writing and reasonablesigned by the SFPUC Assistant General Manager, Power or the of Customer, and only to the extent expressly provided in such written waiver. 5.2 Any term c. This ESA, the SFPUC Rules, and the SFPUC Rate Schedules contain the entire agreement between the Parties and all prior written or provision oral negotiations, discussions, understandings, and agreements are merged herein. d. Electric Service under this ESA is subject to the SFPUC Rules, which are incorporated into this ESA in their entirety. Where there is a conflict between the SFPUC Rules and this ESA, the terms and conditions of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms ESA shall prevail. e. The section and provisions other headings of this Agreement ESA are for convenience of reference only and shall be disregarded in any jurisdiction and, if any provision the interpretation of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceableESA. 5.3 f. This Agreement shall be binding on and inure for the benefit of the successors of each of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (without the prior written consent of the other Parties). 5.4 This Agreement ESA may be executed in counterparts (including by facsimile two or electronically transmitted signature pages)more counterparts, each of which shall be deemed an originaloriginal agreement, with the same effect as if the signatures thereto but all of which taken together shall constitute one and hereto were upon the same instrument. g. The formation, interpretation, and performance of this ESA shall become effective when one or more counterparts have been signed be governed by each the laws of the Parties and delivered (by telecopy or otherwise) State of California. Venue for all litigation relating to the other Partiesformation, interpretation, and performance of this ESA shall be in San Francisco. 5.5 Any waiver of any right or default under this Agreement shall be effective only in h. Should the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver application of any provision of this Agreement will ESA to any particular facts or circumstances be effective unless it is granted in writing and signed found by a court of competent jurisdiction to be invalid or unenforceable, then: (i) the Party granting the waiver and with the prior written consent validity of the Company. Any delay by any Party in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy). 5.6 This Agreement ESA shall not be amended, changed affected or modified, except by another agreement in writing executed impaired thereby; and (ii) such provisions shall be enforced to the maximum extent possible so as to effect the intent of the parties and shall be reformed without further action by the Parties heretoto the extent necessary to make such provision valid and enforceable. i. By executing this ESA, each Party represents and warrants to the other that it has full right and authority to enter into this ESA.

General Provisions. 5.1 Each of 11.01. Should the Parties confirms that it has received independent legal advice relating to all matters Executive’s employment be terminated either on a voluntary or involuntary basis other than as provided for in this Agreement Agreement, then any and agrees all termination payments and other provisions associated with any such severance of employment shall be determined in accordance with Mykrolis’ policies and procedures then in effect and not in accordance with this Agreement. Except as specifically provided for herein, nothing shall be deemed to give the Executive the right to continue in the employ of Mykrolis. 11.02. Mykrolis and the Executive recognize that each party will have no adequate remedy at law for breach by the other of any of the agreements contained herein and, in the event of any such breach, Mykrolis (with respect to Sections 3, 4, 5 and 6) and the Executive (with respect to Section 7) hereby agree and consent that the provisions other shall be entitled to a decree of specific performance, or other appropriate remedy to enforce performance of such agreements. 11.03. No right or interest to or in any payments shall be assignable by the Executive; provided, however, that this provision shall not preclude him from designating one or more beneficiaries to receive any amount that may be payable after his death and shall not preclude the legal representative of his estate from assigning any right hereunder to the person or persons entitled thereto under his will or, in the case of intestacy, to the person or persons entitled thereto under the laws of intestacy applicable to his estate. 11.04. No right, benefit or interest hereunder shall be subject to anticipation, alienation, sale, assignment, encumbrance, charge, pledge, hypothecation, or set-off in respect of any claim, debt or obligation, or to execution, attachment, levy or similar process, or assignment by operation of law. Any attempt, voluntary or involuntary, to effect any action specified in the immediately preceding sentence shall, to the full extent permitted by law, be null, void and of no effect. 11.05. The titles to sections in this Agreement are fair intended solely for the convenience and reasonable. 5.2 Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any no provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted construed by reference to be only so broad as is enforceablethe title of any section. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 This Agreement shall be binding on upon and shall inure for to the benefit of the successors Executive, his heirs and legal representatives, and Mykrolis and its successors. (a) Mykrolis will indemnify the Executive for all costs and expenses (including fees and expenses of each of counsel) incurred by the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their Executive in connection with an action to enforce his rights and obligations under this Agreement (without including any action to enforce this right of indemnity) in which action the prior written consent Executive prevails. (b) Mykrolis must require that any entity with which it merges or consolidates or to which it agrees to transfer a substantial portion of its assets expressly assume the obligations of the other Parties). 5.4 This Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other Parties. 5.5 Any waiver of any right or default Company under this Agreement shall be effective only in the instance given and shall not operate as that any successor or imply a waiver successors of any other such an entity, whether by merger, consolidation or similar right or default on any subsequent occasion. No waiver transfer of any provision of this Agreement will be effective unless it is granted in writing and signed by the Party granting the waiver and with the prior written consent of the Company. Any delay by any Party in exercisingassets, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy)also expressly assume such obligations. 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

General Provisions. 5.1 Each of the Parties confirms that it has received independent legal advice relating to all matters provided for in this Agreement and agrees that the provisions of this Agreement are fair and reasonable. 5.2 Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining The following general terms and provisions of this Agreement in any jurisdiction andshall apply: 1. This Amendment, if any provision of this Agreement is so broad as to be unenforceablewhen recorded, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 This Agreement shall be binding on upon and inure for to the benefit of the successors parties hereto, successor beneficial Owners, successor Owners of each record of any portion of the PartiesPremises, but lessees, upon any successor corporate authorities of said Village and successor municipalities for a period of twenty (20) years from the Parties may not assigndate of execution of the Original Agreement. 2. Nothing in this Amendment shall prevent the alienation, grant any security interest, hold on trust encumbrance or otherwise transfer all sale of the property or any portion of their rights it, and obligations under the new Owner or Owners shall be both benefited and bound by the conditions and restrictions expressed in this Agreement (without Amendment and to such extent the prior written consent original Owner named herein is released. 3. This Amendment shall be recorded in the office of the other Parties)DeKalb County Recorder, Illinois. 5.4 4. The Corporate Authorities for the Village warrant that they have the authority to enter into this Amendment. Owner warrants that the execution of this Amendment has been duly and validly authorized and that the obligations imposed upon Owner herein shall be valid and binding obligations of the Owner. 5. The captions of paragraphs are intended only for the convenience of the parties and are not to be constructed as part of this Amendment or as a limitation of the scope of the particular sections to which they refer. 6. This Agreement Amendment may be executed in any number of counterparts (including by facsimile or electronically transmitted signature pages)and duplicate originals, each of which shall be deemed an original, with the same effect as if the signatures thereto original but all of which shall constitute one and hereto were upon the same instrument, . 7. Failure of any party to this Amendment to insist upon the strict and shall become effective when one or more counterparts have been signed by each prompt performance of the Parties terms, covenants, agreement and delivered (by telecopy conditions herein contained, or otherwise) any of them, shall not constitute or be construed as a waiver or relinquish of any parties’ right thereafter to enforce such term, covenant, agreement or condition, but the other Partiessame shall continue in full force and effect. 5.5 Any waiver of any right or default under this Agreement shall be effective only in 8. Owner, their successors and/or assigns agree during the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision term of this Agreement will be effective unless it is granted in writing and signed by not to initiate any action to disconnect said property from the Party granting the waiver and with the prior written consent Village of the Company. Any delay by any Party in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy)Somonauk. 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

General Provisions. 5.1 Each 7.1 Employee represents and warrants that Employee is not currently subject to any restrictive covenant, any other restriction on employment, or any confidentiality agreement with any prior employer or other party except as already disclosed to Employer. Employee shall indemnify and hold Employer harmless with respect to any and all claims, causes of action, damages and liability of any kind whatsoever, including attorneys' fees and costs, successfully brought by a third-party arising out of any acts taken by Employee which violate any such restrictive covenant, other restriction on employment, or confidentiality agreement. 7.2 All material furnished to Employee by Employer during the Parties confirms that it has received independent legal advice relating course of employment shall remain the property of Employer and shall be returned by Employee to all matters provided for in Employer at any time upon demand and upon termination of employment. 7.3 Neither this Agreement nor any right or interest hereunder shall be assignable by Employee without Employer's prior written consent. 7.4 This Agreement shall be deemed automatically assigned by Employer in the event of any sale, transfer, merger, and/or similar disposition of its business, and agrees that shall inure to the provisions benefit of and bind Employer's successors and assigns. 7.5 The validity, interpretation, performance and enforcement of this Agreement are fair shall be governed by and reasonableconstrued in accordance with the laws of the State of Utah. All actions brought under Paragraph 7.10 or otherwise shall be brought and occur in Salt Lake County, Utah. The parties agree that service of notice of arbitration or any other process may be made as set forth in Paragraph 7.8 below and that service so made shall be as effective as if personally made. 5.2 Any term or 7.6 The waiver by Employer of any breach by Employee of any provision of this Agreement which is invalid shall not operate or unenforceable in be construed as a waiver of any jurisdiction shall, as to other breach by Employee. 7.7 In the event that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as determined by any body of competent jurisdiction to be unenforceable, illegal or contrary to public policy, that body shall modify such provision shall be interpreted to be only so broad conform to public policy, or to interpret it in such a way as is enforceable. No party hereto shall assertto render it enforceable and legal, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 This Agreement shall be binding on and inure for in accordance with the benefit intent of the successors parties as expressed herein. In the event that a body of each of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (without the prior written consent of the other Parties). 5.4 This Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other Parties. 5.5 Any waiver of any right or default under this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of competent jurisdiction decides that any provision of this Agreement will is unenforceable, illegal or contrary to public policy and cannot be effective unless it is granted in writing reformed, only such provision shall be affected and signed by the Party granting the waiver and with the prior written consent all other provisions of the Company. Any delay by any Party in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver remain in full force and effect. 7.8 Any notice given to Employee pursuant to this Agreement shall be sufficiently given if sent to Employee by registered or certified mail addressed to Employee's address set forth at the beginning of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise such other address as Employee shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy). 5.6 This have designated in writing to Employer. Any notice given to Employer pursuant to this Agreement shall not be amended, changed sufficiently given if sent to Employer by registered or modified, except by another agreement certified mail to Employer's address set forth at the beginning of this Agreement or such other address as Employer shall have designated in writing executed by the Parties heretoto Employee.

General Provisions. 5.1 26.1 In accordance with the laws designated to combat money laundering, each Party including any Party acting on behalf of a fund, hereby certifies: a. that he/it has identified the underlying investors in all the funds for which he/it is acting; and b. that he/it is unaware of any activities on the part of such investors which lead it to suspect that anyone of such investors is or has been involved in criminal conduct or money laundering activities, and that in case of any suspicion of any such activity he/it will, subject to any legal constraints, inform the competent authorities of such suspicions and activities; and c. he/it will retain, until further notice, all documentation required to identify the underlying investors in the funds for which he/it is acting. 26.2 Amendments to this Agreement, in order to be effective, must be made in writing and be signed by all Parties to this Agreement 26.3 In the event of any discrepancies or contradictions between this Agreement and the Articles, this Agreement shall prevail to the extent permitted under the laws of the Netherlands. 26.4 Each of the Parties confirms that it has received independent legal advice relating hereby waives its right to all matters provided for in have this Agreement and agrees that rescinded (ontbonden) or to claim the provisions of rescission (ontbinding) thereof, or to cancel or terminate (opzeggen) this Agreement are fair and reasonableAgreement. 5.2 Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if 26.5 Should any provision of this Agreement is so broad as to be unenforceableor become partly or entirely invalid or impractical, such provision then this shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceableaffect the validity of the remaining provisions. 5.3 26.6 This Agreement shall be binding on governed by and inure for construed in accordance with the benefit laws of the successors Netherlands. 26.7 The courts of each Amsterdam, the Netherlands shall have exclusive jurisdiction over a dispute arising out of the Partiesor in connection with this Agreement, but the Parties may not assign, grant as well as over any security interest, hold on trust or otherwise transfer all or any of their rights and obligations claims to demand performance under this Agreement (without the prior written consent of the other Parties). 5.4 This Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other Parties. 5.5 Any waiver of any right or default under Agreement. In witness whereof this Agreement shall be effective only in the instance given has been sighed and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision of this Agreement will be effective unless it is granted in writing and signed by the Party granting the waiver and with the prior written consent of the Company. Any delay by any Party in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy). 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties heretohereto in singular on the 11th of January 2008. /s/ Dr. C.A. van Blitterswijk /s/ Mr. F.J.W.E.B. van der Velden Dr. C.A. van Blitterswijk Mr. F.J.W.E.B. van der Velden /s/ Xx. X. Yuan /s/ Mr. X.X. de Bruijn Xx. X. Yuan Mr. X.X. de Bruijn /s/ X.X. de Bruijn /s/ X.X. de Bruijn X.X. de Bruijn Holding B.V. Progentix Orthobiology B.V. By: X.X. de Bruijn By: X.X. de Bruijn Holding B.V. By: X.X. de Bruijn /s/ Mr. E.C.M. van Wezel /s/ Xx. X.X. Xxxxxxxxx BioGeneration Ventures B.V. By: BioGeneration Management B.V. By: Mr. E.C.M. van Wezel By: Xx. X.X. Xxxxxxxxx THIS FOUNDERS’ NON-COMPETITION AGREEMENT (the “Agreement”) is made as of January 13, 2009, by on the one hand NuVasive, Inc., a Delaware corporation, whose registered office is at 0000 Xxxx Xxxxxxxxx, San Diego, California 92121 (the “Purchaser”) and on the other hand Joost D de Bruijn (“Bruijn”). Terms not otherwise defined herein shall have the respective meanings ascribed to them in the Preferred Stock Purchase Agreement (as defined below).

General Provisions. 5.1 7.1 Time is and will be of the essence of each and every provision of this Agreement. 7.2 Each of the Parties confirms that it has received independent legal advice relating parties will, at their respective expense, execute and deliver all such further documents and instruments, give all such further assurances, and do all such acts and things as the other or its solicitors may, either before or after the Closing Date, reasonably require to carry out the full intent and meaning of this Agreement. 7.3 This Agreement contains the whole agreement between the Vendor and the Purchaser in respect of the subject matter hereof and supersedes and replaces all matters provided for prior negotiations, communications and correspondence in respect of the subject matter hereof. There are no warranties, representations, terms, conditions or collateral agreements, express or implied, statutory or otherwise, other than as expressly set forth in this Agreement. 7.4 This Agreement will enure to the benefit of and agrees be binding upon the parties and each of them and their respective heirs, successors, liquidators, executors and permitted assigns. No party may assign any of its right, title or interest in, to or under this Agreement, nor will any such purported assignment be valid amongst the parties hereto, except with the prior written consent of all parties hereto, such consent not to be unreasonably withheld. 7.5 This Agreement is being delivered in and is intended to be performed in British Columbia, and shall be construed and interpreted in accordance with the laws of British Columbia and the laws of Canada applicable therein. The parties irrevocably attorn to the jurisdiction of the arbitrators and courts of British Columbia and the venue for any actions or arbitrations arising out of this Agreement will be Vancouver, British Columbia. 7.6 Any notices required or permitted to be given under this Agreement will be in writing and will be duly and properly given and received if delivered, telecopied, emailed or mailed by prepaid post, in each case addressed to the intended recipient at its respective address appearing on the first page of this Agreement (or at such other address as a party may from time to time designate by notice in writing to the other parties in accordance with this section), and any such notice will be deemed to have been given and received, if delivered, when delivered to such address, and if telecopied or emailed, on the next business day after the telecopying or emailing of the same or, if mailed, on the tenth business day after depositing the same in any post office in Canada unless postal service is disrupted after the mailing of such notice, in which case the party giving notice will forthwith give such notice in another permitted manner. 7.7 No amendment, waiver, termination or variation of the terms, conditions, warranties, covenants, agreements and undertakings set out herein will be of any force or effect unless the same is reduced to writing duly executed by all parties hereto in the same manner and with the same formality as this Agreement is executed. 7.8 In the event that any date on which any action is required to be taken or by which notice is to be received hereunder is not a Business Day, such action shall be required to be taken on and such notice shall be required to be received by the next succeeding day which is a Business Day. 7.9 No waiver of any of the provisions of this Agreement are fair will constitute a waiver of any other provision (whether or not similar) and reasonableno waiver will constitute a continuing waiver unless otherwise expressly provided. 5.2 Any term or provision of 7.10 The representations, warranties, covenants and agreements contained in this Agreement which is invalid or unenforceable shall not merge in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable Closing and shall continue in full force and effect from and after the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assertClosing Date. 7.11 This Agreement, and each party hereto shall cause its respective affiliates not to assertany certificates or other writing delivered in connection herewith, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 This Agreement shall be binding on and inure for the benefit of the successors of each of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (without the prior written consent of the other Parties). 5.4 This Agreement may be executed in any number of counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if all parties had all signed the signatures thereto same documents, and hereto were upon all such counterparts and adopting instruments will be construed together and will constitute one and the same instrument. The execution of this Agreement and any other writing by any party hereto or thereto will not become effective until counterparts hereof or thereof, as the case may be, have been executed by all the parties hereto or thereto, and shall become effective when one executed copies delivered to each party who is a party hereto or more counterparts have been signed thereto. Such delivery may be made by facsimile transmission of the execution page or pages, hereof or thereof, to each of the Parties and delivered (other parties by telecopy the party signing the particular counterpart, provided that forthwith after such facsimile transmission, an originally executed execution page or otherwise) pages is forwarded by prepaid express courier to each of the other Parties. 5.5 Any waiver of any right or default under this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision of this Agreement will be effective unless it is granted in writing and signed parties by the Party granting party signing the waiver and with the prior written consent of the Company. Any delay by any Party in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy)particular counterpart. 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

General Provisions. 5.1 Each of the Parties confirms that it has received independent legal advice relating to all matters provided for in this Agreement and agrees that the provisions of this Agreement are fair and reasonable. 5.2 Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable14.1. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 This Agreement shall be binding on and inure for the benefit of the successors of each of the Parties, but the Parties The Chairman may not transfer or assign, grant any security interestwhether in whole or in part, hold on trust or otherwise transfer all or any of their its rights and obligations under this Agreement (Agreement, without the prior written consent of the other Parties)Company. 5.4 14.2. This Agreement may be amended, modified, superseded, canceled, renewed or extended, and the terms and covenants hereof may be waived, only by a written instrument executed by all parties. A waiver of any term or condition of this Agreement may be affected only by a written instrument executed by the party waiving compliance. 14.3. The failure of any party, at any time or times, to require performance of any provision of this Agreement shall in counterparts (no manner affect the right of such party, at a later time, to enforce the same. 14.4. No waiver by any party of the breach of any term or covenant, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any breach, or a waiver of the breach of any other term or covenant. 14.5. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or by any other entity having competent jurisdiction, to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 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 without including by facsimile any of such which may be hereafter declared invalid, void or electronically transmitted signature pages)unenforceable. 14.6. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other Parties. 5.5 Any waiver of any right or default under this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision of this Agreement will be effective unless it is granted in writing and signed by the Party granting the waiver and with the prior written consent of the Company. Any delay by any Party in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy). 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

General Provisions. 5.1 Each of the Parties confirms that it has received independent legal advice relating to all matters provided for in this Agreement and agrees that the provisions of this Agreement are fair and reasonable. 5.2 Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 (a) This Agreement shall be binding on and inure for the benefit of the successors of each of the Parties, but the Parties may not assign, grant any security interest, hold on trust be assigned or otherwise transfer all or any of their rights and obligations under this Agreement (transferred by Buyer without the prior written consent of the other Parties)Seller, and any such assignment or transfer without such prior written consent shall be null and void and of no force or effect whatsoever. 5.4 This (b) The paragraph headings in this Agreement may be executed are used for convenience only. They form no part of this Agreement and are in counterparts (including by facsimile no way intended to alter or electronically transmitted signature pages), each affect the meaning of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other Partiesthis Agreement. 5.5 Any waiver of any right (c) The invalidity, in whole or default under this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver part, of any provision of this Agreement will shall not affect the validity or enforceability of any other of its provisions. (d) Any notice or other communication required or permitted hereunder shall be effective unless it is granted sufficiently given if sent in writing by registered mail, return receipt requested, postage prepaid, and signed by addressed to the Party granting other party hereto at its respective address as set forth on the waiver and with the prior written consent of the Companyface hereof. Any delay such notice if so mailed, shall be deemed to have been received on the third business day following such mailing, regardless of when or whether received. Either party hereto may change its address for notice purposes by any Party in exercising, or written notice to the other party. (e) Seller's failure to exerciseinsist, in one or more instances, upon the performance of any right or remedy under terms of this Agreement shall not constitute be construed as a waiver or relinquishment of the Seller's right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (to such performance or the exercise future performance of any other right such term or remedy)terms, and Buyer's obligation with respect thereto shall continue to full force and effect. 5.6 This Agreement (f) These conditions of sale and all contracts for the sale of Goods to which they apply shall not be amended, changed or modified, except construed in accordance with and in all respects governed by another agreement English law and shall be exclusively justifiable in writing executed by England. (g) The Buyer accepts that these terms and conditions may be varied from time to time and such variation will be posted to the Parties heretoSeller’s web site; the latest version shall be those with the most recent issue date. The version which is applicable shall be that as stated on the relevant communication from the Seller to the Buyer ie: quotation. If nothing is stated then the latest version shall apply. The Buyer accepts it is their responsibility to maintain currency with any variations. Web link is: xxxxx://xxx- xx.xx.xx/xxxxxxxxxxxxxxx/XXXXxxxxxxXxxxxxxxX0.xxx.

General Provisions. 5.1 Each of the Parties confirms that it has received independent legal advice relating to all matters provided for in this Agreement and agrees that the provisions of this Agreement are fair and reasonable. 5.2 Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 10.1 This Agreement shall be binding on construed, governed, interpreted, and inure for applied in accordance with the benefit laws of the successors State of each Delaware, without giving effect to the principles of conflict of laws. 10.2 The provisions of Articles 1 (except for Section 1.7), 2, 45, 7, 8, 10 and 11 shall survive the termination of this Agreement for any reason. 10.3 This Agreement contains the entire understandings of the Partiesparties with respect to the subject matter herein and cancels all previous agreements (oral and written), but negotiations and discussions dealing with the Parties same subject matter. The parties, from time to time during the term of this Agreement, may not assign, grant any security interest, hold on trust or otherwise transfer all or modify any of their rights and obligations the provisions hereof only by an instrument in writing duly executed by the parties. 10.4 No failure or delay on the part of a party in either exercising or enforcing any right under this Agreement (without will operate as a waiver of, or impair, any such right. No single or partial exercise or enforcement of any such right will preclude any other or further exercise or enforcement thereof or the prior written consent exercise or enforcement of the any other Parties). 5.4 This Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other Parties. 5.5 Any right. No waiver of any such right or default under this Agreement shall will have effect unless given in a signed writing. No waiver of any such right will be effective only in the instance given and shall not operate as or imply deemed a waiver of any other right. 10.5 If any part or similar right or default on any subsequent occasion. No waiver of any provision parts of this Agreement will are held to be effective unless it is granted in writing and signed by illegal, void or ineffective, the Party granting the waiver and with the prior written consent remaining portions of the Company. Any delay by any Party in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver remain in full force and effect. If any of the right terms or remedy (provisions are in conflict with any applicable statute or a waiver rule of law, then such term(s) or provision(s) shall be deemed inoperative to the extent that they may conflict therewith, and shall be deemed to be modified or conformed with such statute or rule of law. In the event of any other rights ambiguity respecting any term or remedies) terms hereof, the parties agree to construe and interpret such ambiguity in good faith in such a way as is appropriate to ensure its enforceability and viability. 10.6 The headings contained in this Agreement are used only as a matter of convenience, and in no single way define, limit, construe or partial exercise describe the scope or intent of any rights or remedy under section of this Agreement. 10.7 The individuals signing below are authorized and empowered to bind the parties to the terms of this Agreement. 10.8 Whenever provision is made in this Agreement for either Party to secure the consent or otherwise shall prevent any further exercise approval of the right other, that consent or remedy (approval shall not unreasonably be withheld or delayed, and whenever in this Agreement provisions are made for one Party to object to or disapprove a matter, such objection or disapproval shall not unreasonably be exercised. For the exercise avoidance of any other right or remedy). 5.6 This Agreement doubt, PharmaBio's funding decisions under Section 3.3(b) shall not be amended, changed deemed a "consent or modified, except by another agreement in writing executed by the Parties heretoapproval" for purposes of this Section 10.8.

General Provisions. 5.1 Each (i) Neither Party has the right or power to assign any of its rights, or delegate the performance of any of its duties, under this Agreement without the prior written authorization of the Parties confirms that it has received independent legal advice relating other Party, which authorization will not be unreasonably withheld, conditioned or delayed. (ii) The failure of either Party to all matters provided for in assert any of its rights under this Agreement shall not be deemed to constitute a waiver of that Party’s right thereafter to enforce each and agrees that the provisions every provision of this Agreement in accordance with its terms. (iii) The subject headings of this Agreement are fair included for purposes of convenience only and reasonableshall not affect the construction or interpretation of any of its provisions. 5.2 Any term (iv) In the event that any provision hereof is found invalid or provision unenforceable pursuant to a final judicial decree or decision (or arbitration award), the remainder of this Agreement which will remain valid and enforceable according to its terms. In the event of such partial invalidity, the Parties shall seek in good faith to agree on replacing any such legally invalid provision with a provision that, in effect, will most nearly and fairly approach the effect of the invalid provision. (v) This Agreement is invalid or unenforceable written in English. The Parties may translate this Agreement into any other language and execute counterparts thereof as so translated but, in any jurisdiction shalland all events, the English language version of this Agreement, as to that jurisdictionexecuted by the Parties, will be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions controlling version of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceablewill prevail for all purposes. 5.3 This Agreement shall be binding on and inure for the benefit of the successors of each of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (without the prior written consent of the other Parties). 5.4 vi) This Agreement may be executed in any number of counterparts (including and by facsimile or electronically transmitted signature pages)the Parties in separate counterparts, each of which shall when so executed and delivered will be deemed to be an originaloriginal and all of which counterparts, with the same effect as if the signatures thereto taken together, will constitute one and hereto were upon the same instrument. Delivery of an executed counterpart of this Agreement by fax or other electronic means will have the same force and effect as a manual signature delivered in person. (vii) Except for Firm Orders, Blanket POs, forecasts, invoices, and shall become effective when one other commercial communications, which may be sent by e-mail, fax or more counterparts have been signed by each of such other means as the Parties may agree, all notices and other communications required or permitted under this Agreement must be in writing and delivered (in person or dispatched by telecopy or otherwise) a nationally recognized overnight courier service to the other Partiesapplicable Party at the address specified for such Party in the Separation Agreement. Notices will be deemed duly given upon receipt by the receiving Party or upon such Party’s refusal to accept delivery. 5.5 Any waiver of any right (viii) This Agreement, together with the Exhibits hereto and the documents delivered hereunder, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements between the Parties, whether written or default under oral, relating to the same subject matter. No modification, amendments or supplements to this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of for any other or similar right or default on any subsequent occasion. No waiver of any provision of this Agreement will be effective purpose unless it is granted in writing and signed by each Party. Approvals or consents hereunder of a Party shall also be in writing. (ix) For purposes of this Agreement, the Parties will be and remain independent contractors (and, in certain respects, active competitors), and this Agreement will not be construed as establishing a general agency, employment, partnership, joint venture, coalition, alliance or any other similar relationship between the Parties with regards to the relationship created by this Agreement. In accordance with this Agreement, neither Party granting will have the waiver and with authority to make any statements, representations or commitments of any kind (whether express or implied) regarding the subject matter of this Agreement, or to take any action, which would be binding on any other Party or create any liability or obligation on behalf of any other Party regarding the subject matter of this Agreement, without the prior written consent authorization of the Companysuch other Party to do so. Any delay by any Neither Party in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of will have the right to direct or remedy (or a waiver control the employees of any other rights Party. Neither Party will be liable for the debts, obligations or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise other liabilities of any other right Party or remedy)of any of its agents, employees or contractors, including any costs for salaries, benefits or taxes. 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

General Provisions. 5.1 Each (a) This Agreement, including all exhibits hereto, constitutes the complete, final and exclusive embodiment of the Parties confirms that entire agreement between the parties with regard to the subject matter hereof. It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it has received independent legal advice relating to all matters provided for supersedes any other such promises or representations. Notwithstanding the foregoing, nothing in this Agreement shall affect the parties’ obligations under the Stock Awards (except as expressly set forth herein) or Executive’s Employee Proprietary Information and agrees that Inventions Agreement. This Agreement cannot be modified except in a writing signed by Executive and a duly-authorized member of the provisions of this Agreement are fair and reasonableBoard. 5.2 Any term or (b) Whenever possible, each provision of this Agreement which is invalid or unenforceable will be interpreted in any jurisdiction shall, such a manner as to that jurisdiction, be ineffective to the sole extent of such effective under applicable law. The invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is shall not affect the validity or enforceability of any other provision of this Agreement. Any invalid or unenforceable provision shall be modified so broad as to be unenforceable, such rendered valid and enforceable in a manner consistent with the intent of the parties insofar as possible. (c) Executive’s or the Company’s failure to insist upon strict compliance with any provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that of this Agreement or the failure to assert any part hereof is invalid, illegal right Executive or unenforceablethe Company may have hereunder shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement. 5.3 This Agreement shall be binding on and inure for the benefit of the successors of each of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (without the prior written consent of the other Parties). 5.4 d) This Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages)several counterparts, each of which shall be deemed to be an original, with the same effect as if the signatures thereto original but all of which together will constitute one and hereto were upon the same instrument, . Facsimile signatures shall be deemed as effective as originals. (e) This Agreement is intended to bind and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) inure to the other Parties. 5.5 Any waiver benefit of and be enforceable by Executive, the Company and their respective successors, assigns, heirs, executives and administrators, except that Executive may not assign any right or default under this Agreement shall be effective only in of her duties hereunder and she may not assign any of her rights hereunder without the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision of this Agreement will be effective unless it is granted in writing and signed by the Party granting the waiver and with the prior written consent of the Company. Any delay by This Agreement shall be interpreted and enforced in accordance with the laws of the State of California. (f) If either party hereto brings any Party action to enforce such party’s rights hereunder, the prevailing party in exercisingany such action shall be entitled to recover such party’s reasonable attorneys’ fees and costs incurred in connection with such action. (g) For purposes of construction, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver be deemed to have been drafted by the Company, and the rule of construction of contracts that ambiguities are construed against the drafting party shall be applied against the Company. (h) Any notice required to be given or delivered to the Company under the terms of this Agreement shall be in writing and addressed to the Corporate Secretary of the right Company at its principal corporate offices. Any notice required to be given or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise delivered to Executive shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy). 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed and addressed to Executive at the address indicated herein or to the last known address provided by Executive to the Parties heretoCompany. All notices shall be deemed to have been given or delivered upon: personal delivery; three (3) days after deposit in the United States mail by certified or registered mail (return receipt requested); one (1) business day after deposit with any return receipt express courier (prepaid); or one (1) business day after transmission by facsimile or e-mail.

General Provisions. 5.1 Each of the Parties confirms that it has received independent legal advice relating to all matters provided for in this (a) This Tripartite Agreement contains contractual obligations and agrees that the provisions of this Agreement are fair and reasonablenot mere recitals. 5.2 Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 (b) This Agreement shall be binding on and inure for the benefit of the successors of each of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (without the prior written consent of the other Parties). 5.4 This Tripartite Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages)counterparts, each of which shall be fully effective as an originaloriginal and all of which together shall constitute one and the same instrument. (c) Facsimile and electronic signatures may be treated as originals for all purposes. (d) The remedies of the Parties hereto provided herein are cumulative and concurrent, and may be pursued singly, successively or together, at the sole discretion of the aggrieved party, and may be exercised as often as occasion therefor shall arise. (e) This Tripartite Agreement shall be construed and enforced in accordance with the same effect laws of the State of Illinois. Neither party in any arbitration, mediation, or litigation arising out of this Tripartite Agreement shall be entitled to recover from the non-prevailing party its attorneys' fees incurred therein and on appeal therefrom. (f) This Tripartite Agreement constitutes the complete and final expression of the agreement of the Parties relating to the subject matter contained herein and supersedes all previous contracts, agreements, and understandings of the Parties, whether oral or written. (g) If any provision or term of this Tripartite Agreement is deemed to be illegal or unenforceable in any respect, such provision or term shall not affect any other provision or term hereof, and this Tripartite Agreement shall be construed as if the signatures thereto provision or term had never been contained herein. (h) The Parties agree to cooperate fully to execute any and hereto were upon all supplementary documents and to take all additional actions that may be necessary or appropriate to give full force and effect to the same instrumentbasic terms, conditions, and shall become effective when one or more counterparts have been signed by each intent of this Tripartite Agreement. (i) The Parties agree to bear their own attorneys' fees and costs incurred in all matters that led to the entry of this Tripartite Agreement. (j) This Tripartite Agreement is binding upon the Parties and delivered their respective successors, assigns and privies. (by telecopy k) This Tripartite Agreement shall not in any way be amended or otherwise) to modified without the other written consent of both Parties. 5.5 Any waiver of any right or default under this Agreement shall be effective only (l) The Parties acknowledge that they are and have been represented by counsel in connection with the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision negotiation of this Tripartite Agreement, that the provisions of this Tripartite Agreement will be effective unless it is granted in writing and signed by the Party granting the waiver legal effect thereof have been fully explained to them, and with the prior written consent of the Company. Any delay by any Party in exercising, that they have entered into this Tripartite Agreement freely and voluntarily and without coercion or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy)undue influence. 5.6 This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

General Provisions. 5.1 Each (a) Except as expressly set forth in Section 1 hereof, all of the Parties confirms that it has received independent legal advice relating to all matters provided for covenants and agreement contained in this Agreement and agrees that the provisions of this Agreement are fair and reasonable. 5.2 Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 This Agreement shall be binding on upon, and inure for to the benefit of, the respective parties and their successors, assigns, heirs, executors, administrators and other legal representatives, as the case may be. (b) This Agreement, and the rights of the successors of each parties hereto, shall be governed by and construed in accordance with the laws of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any State of their rights and obligations under this Agreement (without the prior written consent of the other Parties)Delaware. 5.4 (c) This Agreement may be executed in counterparts (including by facsimile one or electronically transmitted signature pages)more counterparts, each of which will be deemed an original but all of which together shall be an original, with the same effect as if the signatures thereto constitute one and hereto were upon the same instrument, and . (d) This Agreement shall become effective when remain in effect for a period of one (1) year measured from the date hereof unless sooner terminated in writing by Shareholders owning 66-2/3% or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) Shares subject to the other Partiesthis Agreement. 5.5 Any waiver of any right or default under this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of (e) If any provision of this Agreement will shall be effective unless it is granted in writing and signed by the Party granting the waiver and with the prior written consent of the Company. Any delay declared void or unenforceable by any Party in exercisingcourt or administrative body of competent jurisdiction, or failure such provision shall be deemed to exercise, any right or remedy under have been severed from the remainder of this Agreement and this Agreement shall not constitute a waiver continue in all respects to be valid and enforceable. (f) No waivers of the right or remedy (or any breach of this Agreement extended by any party hereto to any other party shall be construed as a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise remedies of any other right party hereto or remedy)with respect to any subsequent breach. 5.6 This Agreement (g) If any action, suit, arbitration proceeding or other proceeding is instituted arising out of this Agreement, the prevailing party shall not be amendedrecover all of such party's costs, changed including, without limitation, the court costs and attorneys' fees incurred therein, including any and all appeals or modifiedpetitions therefrom. As used herein, except by another agreement "attorneys' fees" shall mean the full and actual costs of any legal services actually rendered in writing executed connection with the matters involved, calculated on the basis of the usual fee charged by the Parties heretoattorneys performing such services.

General Provisions. 5.1 Each (a) Except for the Change of Control Agreement, this Agreement constitutes the entire agreement by the parties with respect to the subject matter hereof, and supersedes and replaces all prior agreements among or between the parties, unless otherwise provided herein. No amendment, waiver or termination of any of the Parties confirms that provisions hereof shall be effective unless in writing and signed by the party against whom it has received independent legal advice relating is sought to be enforced. Any written amendment, waiver, or termination hereof executed by the Company and Executive shall be binding upon them and upon all matters provided for other Persons, without the necessity of securing the consent of any other Person, and no Person shall be deemed to be a third-party beneficiary under this Agreement. (b) This Agreement may be executed in this Agreement one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and agrees that the provisions same Agreement. (c) Except as otherwise expressly set forth herein, no failure on the part of any party hereto to exercise and no delay in exercising any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy. (d) The headings of the Sections of this Agreement are fair have been inserted for convenience of reference only and reasonableshall in no way restrict or modify any of the terms or provisions hereof. 5.2 Any term or (e) If for any reason any provision of this Agreement which is held invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of any other provision of this Agreement. If any provision of this Agreement shall be held invalid or unenforceable in any jurisdiction shallpart, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable shall in no way effect the remainder rest of such term provision not held so invalid, and the rest of such provision, together with all other provisions of this Agreement, shall to the full extent consistent with law continue in full force and effect. (f) This Agreement shall be governed and construed and the legal relationships of the parties determined in accordance with the laws of the State of California applicable to contracts executed and to be performed solely in the State of California. (g) The Company shall require any successor in interest (whether direct or provision indirect or as a result of purchase, merger, consolidation, change in control or otherwise) to all or substantially all of the remaining business and/or assets of the Company to expressly assume and agree to perform the obligations under this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. (h) Executive acknowledges that he has been encouraged to consult with legal counsel of Executive’s choosing concerning the terms of this Agreement prior to executing this Agreement. Executive acknowledges that this Agreement has been prepared by Xxxxxxx, Xxxxxx & Xxxxx, which has served as counsel to the Company in this matter and not as counsel to Executive. Any failure by Executive to consult with competent counsel prior to executing this Agreement shall not be a basis for rescinding or otherwise avoiding the binding effect of this Agreement. The parties acknowledge that they are entering into this Agreement freely and voluntarily, with full understanding of the terms of this Agreement. Interpretation of the terms and provisions of this Agreement in any jurisdiction and, if any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this Agreement or any part hereof is invalid, illegal or unenforceable. 5.3 This Agreement shall be binding on and inure for the benefit of the successors of each of the Parties, but the Parties may not assign, grant any security interest, hold on trust or otherwise transfer all or any of their rights and obligations under this Agreement (without the prior written consent of the other Parties). 5.4 This Agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other Parties. 5.5 Any waiver of any right or default under this Agreement shall be effective only in the instance given and shall not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of any provision of this Agreement will be effective unless it is granted in writing and signed by the Party granting the waiver and with the prior written consent of the Company. Any delay by any Party in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy (or the exercise of any other right or remedy). 5.6 This Agreement shall not be amended, changed construed for or modified, except by another agreement against either party on the basis of the identity of the party who drafted the terms or provisions in writing executed by the Parties heretoquestion.