Common use of General Provisions Clause in Contracts

General Provisions. ‌ a) Section headings and document titles used in this Contract are included for convenience only and shall not be used in any substantive interpretation of this Contract. b) If any term or condition of this Contract is decided by a proper authority to be invalid, the remaining provisions of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. c) The failure at any time by either party to this Contract to require Performance by the other party of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver of the right or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractor. g) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

General Provisions. ‌ a) Section headings and document titles used in this Contract are included for convenience only and shall not be used in any substantive interpretation of this Contract. b) If any term or condition of this Contract is decided by a proper authority to be invalid, the remaining provisions of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. c) The failure at any time by either party to this Contract to require Performance performance by the other party of any provision hereof shall not affect in any way the full right to require such Performance performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver of the right or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity Department shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity Department shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractor. g) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating EntityState, make any reference to the Purchasing Entity Department or the State in any of Contractor's advertising or news releases. Without such permission, the The Contractor may only use the State’s and/or the Department’s name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity State in Section 16Section14. i) Neither Purchasing Entity Department nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state State statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity Department shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing EntityState; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity Department to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing EntityDepartment’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity Department for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 14, 15 and 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

General Provisions. ‌5.1 Dealer agrees to furnish such financial information and statements, lists of assets and liabilities, budgets, forecasts, and other reports with respect to Dealer's financial condition and business operations as company may request from time to time. a) Section headings and document titles used 5.2 Notwithstanding anything in this Agreement or any Contract are included to the contrary, if Company purchases any Contract on any basis which contains a pickup or a balloon payment provision, Dealer agrees that such Contract shall be treated as a Contract purchase on a full recourse basis until such time as the pickup payment or balloon payment is paid by Purchaser. 5.3 If Company suffers any loss on any purchased Contract as a result of a repossession, or if any insurance written with respect to the Purchaser, Vehicle, or Contract is canceled for convenience only any reason, Dealer agrees to pay Company all unearned insurance premiums paid to Dealer, including, but not limited to, warranty, property, mechanical breakdown, credit life, and shall not be used in credit disability insurance. Dealer further agrees to pay Company all commissions unearned by Dealer as a result of the sale of any substantive interpretation insurance that is related to the Purchaser, Vehicle, or Contract, if and when that insurance is canceled by the Purchaser. 5.4 If any provision of this Contract. b) If any term or condition of this Contract Agreement is decided by a proper authority held to be invalid, illegal, or unenforceable by any court, the remaining provisions of the Contract this Agreement shall nevertheless be binding, and this Agreement shall be unimpaired and enforceable as if the invalid void or unenforceable provision or provisions hereof had not been included in this Agreement. 5.5 An express waiver by Company of an event of default will not constitute a waiver of Company's right to declare a default under similar or identical circumstances. 5.6 No amendment, modification, wavier, or consent with respect to any provision of this Agreement by Company shall be replaced effective unless it is in writing and signed and delivered by a provision Company to Dealer, and then any such amendment, modification, waiver, or consent shall be effective only in the specific instance and for the specific purpose for which comes closest it is given. 5.7 The rights and liabilities of the Company and Dealer as set forth in this Agreement are in addition to those set forth, or which will be set forth, in the intention underlying the invalid provision. Contractor shall comply with the statuteswritten Contracts, regulationswritten assignments, Executive Orders and policies incorporated into this Contract or related documents which Dealer may sell, transfer, assign, or deliver to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance Company under this ContractAgreement. c) The failure 5.8 This Agreement may be terminated at any time by either party upon notice to this Contract to require Performance by the other party of any provision hereof other, provided, however, that such termination shall not affect in Dealer's direct or contingent obligations or Company's rights with respect to any way the full right Contract purchased under this Agreement and held by Company. 5.9 All notices to require such Performance at any time thereafter. The failure of be given by either party to enforce or pursue a right or remedy the other under this Agreement shall not constitute a waiver of the right or remedy itself, unless such a waiver is expressed be in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent effective when actually delivered or approval shall apply only to the given instance, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractor. g) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other when deposited in the course of the Performance of the Services hereunder shall directly or indirectly employUnited States mail, solicitfirst class postage prepaid, engage or retain the services of such an employee of addressed to the other party to whom the Notice is to be given at the address shown above, or to such other addresses as either party may designate to the other in writing. For notice purposes, Dealer agrees to keep Company informed at all times of Dealer's current address. 5.10 Company may pay someone else to enforce this Contract during its Term Agreement and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statuteDealer will pay that amount. This provision shall includes, subject to any limits under applicable law, Company's attorney fees and legal expenses, whether or not restrict the right of either party there is a lawsuit, including attorney fees for bankruptcy proceedings (including efforts to solicit modify or recruit generally vacate any automatic stay or injunction), appeals, and any anticipated postjudgment collection services. Dealer also will pay any court costs, in the mediaaddition to all other sums provided by law. j) The Purchasing Entity 5.11 If there is more than one Dealer under this Agreement or on any Contract, all obligations of such Dealers shall cooperate be joint and several. 5.12 This Agreement, read in conjunction with Contractor in each Contract assigned to Company, shall be the Performance by Contractor entire agreement of the services hereunderparties and shall be binding upon Dealer and Company and their respective heirs, including, (i) providing Contractor with adequate working space, equipment successors and facilities and timely access to data, informationassigns, and personnel shall inure to the benefit of Dealer and Company and the successors and assigns of Company. 5.13 Dealer agrees that venue for any legal action arising from this Agreement is in Lane County, Oregon, and this Agreement shall be governed by and construed in accordance with the laws of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor State of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunderOregon. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

General Provisions. ‌ (a) Section headings This Agreement constitutes the complete, final and document titles used exclusive embodiment of the entire agreement between Company and Executive with regard to the payments and benefits described herein, and it 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; 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 is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it 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. (b) Whenever possible, each provision of this Contract are included for convenience only and Agreement will be interpreted in such a manner as to be effective under applicable law. The invalidity or unenforceability of any provision of this Agreement shall not be used in affect the validity or enforceability of any substantive interpretation other provision of this Contract. b) If any term Agreement. Any invalid or condition of this Contract is decided by a proper authority to be invalid, the remaining provisions of the Contract shall be unimpaired and the invalid unenforceable provision shall be replaced by modified so as to be rendered valid and enforceable in a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply manner consistent with the statutes, regulations, Executive Orders and policies incorporated into this Contract to intent of the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contractparties insofar as possible. (c) The Executive’s or the Company’s failure at any time by either party to this Contract to require Performance by the other party of insist upon strict compliance with any provision hereof shall not affect in of this Agreement or the failure to assert any way right Executive or the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver of the right or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and Company may have hereunder shall not be deemed to be a consent to, waiver of such provision or approval of, right or any subsequent like act other provision or inaction by either partyright of this Agreement. (d) This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. Facsimile signatures shall be deemed as effective as originals. (e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may This Agreement is intended to bind and inure to the benefit of and be otherwise provided for in this Contractenforceable by Executive, the Purchasing Entity shall Company and their respective successors, assigns, heirs, executives and administrators, except that Executive may not assign, mortgage, alter, relocate or give up possession assign any of Executive’s duties hereunder and Executive may not assign any Deliverable to which Contractor retains title rights hereunder without the prior written consent of Contractorthe Company. This Agreement shall be interpreted and enforced in accordance with the laws of the State of California. g(f) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State Any ambiguity in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor Agreement shall not be responsible for, among other things, construed against either party as the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunderdrafter. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

General Provisions. ‌ a) Section headings and document titles used in this Contract are included for convenience only and shall not be used in any substantive interpretation of this Contract. b) If any term or condition of this Contract is decided by a proper authority to be invalid, the remaining provisions of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. c) The failure at any time by either party to this Contract to require Performance performance by the other party of any provision hereof shall not affect in any way the full right to require such Performance performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver of the right or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity Department shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity Department shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractor. g) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating EntityState, make any reference to the Purchasing Entity Department or the State in any of Contractor's advertising or news releases. Without such permission, the The Contractor may only use the State’s and/or the Department’s name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity State in Section 16Section14. i) Neither Purchasing Entity Department nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state State statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity Department shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing EntityState; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity Department to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing EntityDepartment’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity Department for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 14, 15 and 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

General Provisions. ‌ a) Section headings 8.1 Each Party shall, at its own expense, sign and document titles used in execute such documents and perform such further acts as the other Parties may reasonably request from time to time to give full effect to, and give each Party the full benefit of, this Contract are included for convenience only and Agreement. The Company shall not be used in any substantive interpretation of this Contract. b) If any term or condition of this Contract is decided by a proper authority to be invalid, bear the remaining provisions of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor costs arising in connection with its Performance under paragraph 4.3 of this ContractAgreement. c) The failure at 8.2 Each Party shall pay its own costs and expenses in connection with the preparation, execution and completion of this Agreement and of any time ancillary agreement, except as provided otherwise in this Agreement or as otherwise specifically agreed in writing after the date of this Agreement. All stamp, transfer, real estate transfer, registration, sales and other similar taxes or duties, levies or charges in connection with the sale and/or transfer of the Shares 1 and/or the Shares 2 shall be paid by either the Transferee. 8.3 This Agreement shall be treated as strictly confidential and shall not, without your prior written consent, be disclosed in whole or in part to any person, other than to your employees, directors, professional advisers and financing sources, in each case on a confidential basis; provided, however, that any Party, any party to the Commitment Letter and/or any Third Party Beneficiary (as defined in the Commitment Letter) shall be entitled to disclose this Contract to require Performance Agreement in whole or in part: (i) if required by the any mandatory law, regulation or other party of rules (including, but not limited to, stock exchange regulations; (ii) as any provision hereof shall not affect in Party, any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver the Commitment Letter and/or any Third Party Beneficiary deem necessary in connection with the insolvency proceedings regarding the Company and/or Sono Motors GmbH. 8.4 No variation of the right or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval Agreement shall be valid effective unless in writing and signed by a duly authorized representative or on behalf of that party. Such consent all Parties. 8.5 If any provision in this Agreement shall be held to be illegal, invalid or approval unenforceable, in whole or in part, the provision shall apply only with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the given instancecommercial intention between the Parties. To the extent it is not possible to delete or modify the provision, in whole or in part then such provision or part of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed not to form part of this letter and shall the legality, validity and enforceability of the remainder of this Agreement shall, subject to any deletion or modification made under this paragraph, not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either partyaffected. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) 8.6 Except as may be explicitly stated otherwise provided for in this ContractAgreement, each of the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractor. g) Contractor represents and warrants that it shall not, without prior written consent from the Lead State orParties waives its rights, if applicableany, Participating Entityto in whole or in part annul, make any reference to the Purchasing Entity rescind or the State in any of Contractor's advertising or news releasesdissolve this Agreement. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither Parties waives its rights to request in whole or in part the annulment, rescission, dissolution or cancellation of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representativethis Agreement. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

General Provisions. ‌ a) Section headings A. This Agreement may not be assigned by Executive. This Agreement may be assigned in whole or in part by the Company to a successor in interest. Executive expressly agrees to honor and document titles used accept such assignment or other transfer and, on the consummation thereof, to attorn to the Company’s assignee and to perform Executive’s duties and obligations under this Agreement for the benefit of the Company’s assignee as if the Company’s assignee were the Company. Executive further agrees that, on the consummation of such assignment or other transfer, all references in this Contract are included for convenience only Agreement to the Company shall become and shall be deemed to be references to the Company’s assignee and the Company shall be relieved of all obligations under this Agreement. B. This Agreement shall be governed by, construed, and enforced in accordance with the internal, local laws, of the State of Texas (without regard to conflicts of law rules) and the obligations of the Company and Executive shall be performable in the State of Texas. The Parties agree that proper jurisdiction and venue for any dispute arising under this Agreement are in state or federal court in Xxxxxx County, Texas. C. This Agreement contains the entire agreement between the Parties regarding any benefit Executive may receive from any type of change of control or separation benefits (as defined in this Agreement or otherwise) at AOI and supersedes and replaces all prior communications and agreements (oral or written) between Executive and the Company regarding any benefit Executive may receive from any type of change of control or separation benefits (as defined in this Agreement or otherwise) at AOI. This Agreement does not be used extinguish any previous written stock option agreements between Executive and the Company; however, it modifies any previous written stock option agreements as provided in any substantive interpretation Paragraph 4 of this ContractAgreement. Except as provided in this paragraph C, this Agreement does not extinguish any other agreements between Executive and the Company. Except as expressly provided in this Agreement, no variation, modification, or change of this Agreement shall be binding upon either Party hereto unless set forth in a document duly executed by both Parties. b) If any term or condition D. This Agreement is intended to express the Parties’ mutual intent, and irrespective of the Party preparing this document, no rule of construction shall be applied against such Party, as both Parties have actively participated in the preparation and negotiation of this Contract is decided by a proper authority to be invalid, the remaining provisions Agreement. E. No Party’s waiver of the Contract other Party’s breach of any condition or provision of this Agreement shall be unimpaired and deemed a waiver of similar or dissimilar provisions or conditions at the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. c) The failure same or at any time by prior or subsequent time. Failure on either party Party’s part to this Contract complain of any act or failure to require Performance by act of the other party Party or to declare the other Party in default, irrespective of any provision hereof shall not affect in any way the full right to require how long such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy default continues, shall not constitute a waiver by such Party of the right or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving partyParty’s rights under this Agreement. d) In F. If any case where the consent or approval provision of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractor. g) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity Agreement or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services application thereof to any person or entitycircumstance shall be 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. G. This Agreement shall inure to the benefit of and be binding on the undersigned Parties and their respective permitted successors and permitted assigns. Whenever, in this Agreement, a reference to any Party is made, such reference shall be deemed to include a reference to such Party’s permitted successors and permitted assigns; however, neither this Paragraph 7.G. nor any other portion of this Agreement shall be interpreted to constitute a consent to any assignment or other transfer of this Agreement or any part hereof other than pursuant to and in accordance with this Agreement’s other provisions. H. The prevailing Party in any dispute between the Parties to this Agreement, arising out of the interpretation, application, or enforcement of any provision of this Agreement, shall be entitled to recover all of its reasonable attorneys’ fees and costs, whether suit be filed or not, including, without limitation, costs and attorneys’ fees related to or arising out of any arbitration, administrative proceedings, trial, or appellate proceedings, or petition for review before any other court or administrative body. I. Notwithstanding any other provision of this Agreement to the contrary, Executive and the Company shall in good faith amend this Agreement to the limited extent necessary to comply with the requirements under Section 409A of the Code, and (ii) develop for itselfany regulations or other guidance issued thereunder, in order to ensure that any amounts paid or for others, materials or processes including those that may be similar payable hereunder are not subject to those produced as a result the additional 20% income tax thereunder while maintaining to the maximum extent practicable the original intent of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20this Agreement. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

General Provisions. ‌ a) Section headings These terms and document titles used conditions supersede all other communications, negotiations and prior oral or written statements regarding the subject matter of these terms and conditions. No change, modification, rescission, discharge, abandonment, or waiver of these terms and conditions shall be binding upon the Seller unless made in this Contract are included for convenience only writing and shall not be used in any substantive interpretation of this Contract. b) If any term or condition of this Contract is decided signed on its behalf by a proper authority duly authorized representative of Seller. No conditions, usage of trade, course of dealing or performance, understanding or agreement purporting to modify, vary, explain, or supplement these terms and conditions shall be binding unless hereafter made in writing and signed by the party to be invalidbound, the remaining provisions of the Contract and no modification or additional terms shall be unimpaired applicable to this agreement by Seller’s receipt, acknowledgment, or acceptance of purchase orders, shipping instruction forms, or other documentation containing terms at variance with or in addition to those set forth herein. Any such modifications or additional terms are specifically rejected and the invalid provision deemed a material alteration hereof. If this document shall be replaced deemed an acceptance of a prior offer by a provision which comes closest Buyer, such acceptance is expressly conditional upon Buyer’s assent to the intention underlying the invalid provisionany additional or different terms set forth herein. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. c) The failure at any time No waiver by either party with respect to this Contract to require Performance by the other party any breach or default or of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy remedy, and no course of dealing, shall not be deemed to constitute a continuing waiver of the any other breach or default or of any other right or remedy itselfremedy, unless such a waiver is be expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent bound. All typographical or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed clerical errors made by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractor. g) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State Seller in any of Contractor's advertising quotation, acknowledgment or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submitspublication are subject to correction. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

General Provisions. ‌ a) Section headings and document titles used in this Contract are included for convenience only and shall not be used in any substantive interpretation of this Contract. b) If any term or condition of this Contract is decided by a proper authority to be invalid, the remaining provisions of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. c(A) The failure at any time by either party to this Contract to require Performance by the other party of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver of the right or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractor. g) Contractor Corporation hereby represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities Executive as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, follows: (i) providing Contractor with adequate working space, equipment the execution and facilities delivery of this Agreement and timely access to data, information, and personnel the performance by the Corporation of the Purchasing Entityactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Corporation; (ii) providing experienced this Agreement is a legal, valid and qualified personnel to perform their assigned tasks and duties legally binding obligation of the Corporation, enforceable in a competent and timely fashionaccordance with its terms; (iii) providing a stableneither the execution or delivery of this Agreement nor the consummation by the Corporation of the actions contemplated hereby (a) will violate any provision of the certificate of incorporation or bylaws (or other charter documents) of the Corporation; or (b) will violate or be in conflict with any applicable law or any judgment, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor decree, injunction or order of any issues, concerns court or disputes with respect governmental agency or authority. Executive hereby represents and warrants to the services provided by Contractor hereunder. The Contractor Corporation that (x) Executive’s execution, delivery and performance of this Agreement does not and shall not be responsible forconflict with, among breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which he is bound, (y) Executive is not a party to or bound by any employment agreement, non-compete agreement or confidentiality agreement with any other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (iiz) develop for itselfupon the execution and delivery of this Agreement by the Corporation, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive hereby acknowledges and represents that s/he fully understands the terms and conditions contained herein. (B) In no event shall payments be made under this Agreement in respect of more than one termination of Executive’s employment with the Corporation and its Affiliates. (C) This Agreement does not create, and shall not be construed as creating, an express or for othersimplied contract of employment and, materials or processes including those that may except as otherwise agreed in writing between Executive and the Corporation, Executive does not and shall not have any right to be similar to those produced as a result retained in the employ of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to Corporation or any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any timeAffiliate. Notwithstanding the immediately preceding sentence or any language other provision of this Agreement, a termination of Executive’s employment with the Corporation or any Affiliate must be effected in accordance with a Notice of Termination satisfying paragraph (A) of Section 8 in order to constitute a termination for purposes of this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its executionAgreement.

General Provisions. ‌ (a) Section headings Any dispute, controversy or claim arising out of or relating to this Agreement that arises prior to the closing of the Bankruptcy Cases (such time, the “Bankruptcy Closing”) shall be subject to the jurisdiction of and document titles used determination by the Bankruptcy Court, and any dispute, controversy or claim arising out of or relating to this Agreement that arises after the Bankruptcy Closing shall be subject to the procedures in this Contract are included for convenience only and shall not be used in any substantive interpretation of this Contract. b) If any term or condition of this Contract is decided by a proper authority to be invalid, the remaining provisions Article VII. Each of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest parties hereto (i) consents to the intention underlying exclusive personal jurisdiction of the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract Bankruptcy Court (prior to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor Bankruptcy Closing) or the procedures set forth in this Article VII (after the Bankruptcy Closing) in connection with its Performance under this Contract. c) The failure at any time by either party dispute arising out of or relating to this Contract Agreement, (ii) agrees that it will not attempt to require Performance deny or defeat such personal jurisdiction by motion or other request for leave from such courts for actions brought prior to the other party of Bankruptcy Closing and (iii) agrees that it will not bring any provision hereof shall not affect action relating to this Agreement in any way court other than the full right Bankruptcy Court (prior to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver of the right or remedy itselfBankruptcy Closing), unless such a waiver is expressed in writing court first determines it does not have subject matter jurisdiction or otherwise declines to hear the dispute. (b) Subject to Section 7.1(a), any dispute, controversy or claim arising out of or relating to this Agreement or the other Transaction Documents (other than the Transition Services Agreement and signed by a duly authorized representative the Tax Matters Agreement, which shall be subject to the dispute resolution provisions contained therein), or the validity, interpretation, breach or termination thereof that arises after the final determination of the waiving partyBankruptcy Cases (a “Dispute”), shall be resolved in accordance with the procedures set forth in this Article VII, which shall be the sole and exclusive procedures for the resolution of any such Dispute unless otherwise specified in the applicable Transaction Document or in this Article VII below. d(c) In Commencing with a request contemplated by Section 7.2 set forth below, all communications between the parties or their representatives in connection with the attempted resolution of any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval Dispute shall be valid unless deemed to have been delivered in writing furtherance of a Dispute settlement and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instancebe exempt from discovery and production, and shall not be deemed to be a consent toadmissible into evidence for any reason (whether as an admission or otherwise), in any arbitral or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided other proceeding for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession resolution of any Deliverable to which Contractor retains title without the prior written consent of ContractorDispute. g) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

General Provisions. ‌12.1 This Contract or any of the rights, duties, or obligations of the parties hereunder, shall not be assigned by either party without the express written consent and approval of the other party. a) Section headings 12.2 At any place within this Contract that notice is required, it is the intention of the parties that only those with regard to termination by either party of participation in the Contract must be sent by certified mail, a return receipt requested, at no other time when notice is required by this Contract is there an obligation by either party to use certified mail. The Network Newsletter serves as the primary method by which providers receive all other notifications mandated by the terms of the provider contracts. These notices from EGID may be sent via electronic newsletters distributed electronically to each Network Provider’s correspondence email address. Printed newsletters are sent via the postal service to the mailing address on record for providers without internet access or those who have undeliverable email addresses. 12.3 Notwithstanding the provisions of Paragraph 12.1 of this Contract, EGID may appoint an administrator to administer any of the terms of the Network Contract referenced herein, and document titles used any and all duties or acts required of EGID under this Contract and to receive any notices required by this Contract. 12.4 This Contract, together with its exhibits, contains the entire agreement between EGID and the Home Health Care Agency relating to the rights granted and the obligations assumed by the parties concerning the provision of medical services to members. Any prior agreements, promises, negotiations, or representations, either oral or written, relating to the subject matter of this Contract not expressly set forth in this Contract are included for convenience only and shall not be used in any substantive interpretation of this Contractno force or effect. b) If 12.5 This Contract, or any part, section or exhibit of, or attached to it, may be amended at any time during the term or condition of the Contract by mutual written consent of duly authorized representatives of EGID and the Home Health Care Provider. 12.6 This Contract is subject to all applicable Oklahoma State Statutes and Rules and Regulations. Any provision of this Contract that is decided by a proper authority to be invalid, the remaining provisions of the Contract not in conformity with existing or future legislation shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest considered amended to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. c) The failure at any time by either party to this Contract to require Performance by the other party of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafterlegislation. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver of the right or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractor. g) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns Any interpretations or disputes with respect to contract provisions shall be resolved in accordance with the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance laws of the Purchasing Entity’s personnel State of Oklahoma. 12.7 The terms and agentsprovisions of this Contract shall be deemed to be severable one from the other, and the accuracy determination at law or in a court of equity that one term or provision is unenforceable, shall have no effect on the remaining terms and completeness provisions of all data this entire Contract, or any one of them, in accordance with the intent and information provided to Contractor by the Purchasing Entity for purposes purpose of the performance parties hereto. 12.8 All Providers certify that neither they nor their principals are presently debarred or suspended or otherwise ineligible according to the Excluded Parties List System (EPLS)/Office of Inspector General (OIG) excluded provider lists. HealthChoice requires all three addresses on the respective pages of the services hereunderapplication. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

General Provisions. ‌ (a) Section headings This Permit is only effective for so long as Contractor maintains the requisite insurance and document titles used in has not breached or defaulted on any term, condition, representation or warranty of this Contract are included for convenience only Permit or the Application. (b) Any and all taxes which may be lawfully imposed by any authorized taxing entities upon the property or business of Contractor shall be promptly paid by the Contractor. (c) This Permit may not be used extended, renewed, or amended in any substantive interpretation of this Contractrespect except when agreed to in writing by the Concessionaire and the Contractor. b) If any term or condition of this Contract is decided by a proper authority to be invalid, the remaining provisions of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. c(d) The failure Concessionaire may at any time review the conduct of Contractor and/or any of its Employees, and if such conduct is considered by either party the Concessionaire in its sole discretion to be inconsistent with the proper administration of the Park and/or the enjoyment, safety, and protection of the Park’s visitors, the Concessionaire may, in its sole discretion, take any such action as are necessary to correct the situation, including but not limited to revoking this Permit. In the event the Permit is terminated, Contractor shall pay the Termination Fees described in paragraph 10 below. Nothing in this paragraph is intended to nor shall create any obligation or duty on Concessionaire to inspect Contractor’s operations in the Park. Contractor understands, intends, and acknowledges that Concessionaire is relying on Contractor’s representations regarding Contractor’s fitness and ability to provide guiding services in the Park that are set forth in this Permit and the Application. The Concessionaire does not warrant the safety of the equipment used by the Contractor and assumes no responsibility for the Contractor’s or Contractor’s Employees’ actions pursuant to this Contract to require Performance by the other party of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver of the right or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving partyPermit. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either party. (e) The Purchasing Entity Contractor’s base of operations shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverablebe outside the boundaries of the Uncompahgre Gorge. (f) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractor. g) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible forre-assign, among subcontract, resell, give marketing rights, or in any other things, way transfer the performance use of their User Days to any other business or individual. Only the Purchasing Entity’s personnel Contractor has the right to use “Ouray Via Ferrata” in its promotional materials. Other businesses or individuals may not advertise and agents, and book trips for the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunderusing “Ouray Via Ferrata” in its marketing materials. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l(g) Contractor may (i) provide and contractor guides shall not wear clothing advertising any Services to any person guide service company or entity, guide services other than the contractor’s company while working in the Uncompahgre Gorge and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of leading trips on the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20Ouray Via Ferrata. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

General Provisions. ‌ (a) Section headings and document titles used in this Contract are included for convenience Each of the Parties (i) irrevocably consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware (the “Chancery Court”) or, if, but only and shall not be used in any substantive interpretation of this Contract. b) If any term or condition of this Contract is decided by a proper authority to be invalidif, the remaining provisions Chancery Court lacks subject matter jurisdiction, any federal court located in the State of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest Delaware with respect to the intention underlying the invalid provision. Contractor shall comply with the statutesany dispute arising out of, regulations, Executive Orders and policies incorporated into this Contract relating to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor or in connection with its Performance under this Contract. c) The failure at Agreement or any time by either party to this Contract to require Performance by the other party of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver of the right or remedy itselftransactions contemplated by this Agreement, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractor. g) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel agrees that it will not attempt to perform their assigned tasks and duties in a competent and timely fashion; deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) providing a stableagrees that it will not bring any action arising out of, fully functional system infrastructure environment which will support relating to or in connection with this Agreement or any of the Deliverables and allow Contractor and transactions contemplated by this Agreement in any court other than the Purchasing Entity to work productively; courts of the State of Delaware, as described above, and (iv) promptly notifying Contractor WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY ACTION RELATED TO OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. Nothing in this Section 5.1 shall prevent any Party from bringing an action or proceeding in any jurisdiction to enforce any judgment of the Chancery Court or any federal court located in the State of Delaware, as applicable. The Parties hereby agree that mailing of process or other papers in connection with such action, suit, or proceeding in the manner provided by Section 6.3 or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. (b) The Parties agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Each Party accordingly agrees that, in the event of any issues, concerns breach or disputes with respect to the services provided threatened breach by Contractor hereunder. The Contractor shall not be responsible for, among any other thingsParty of any covenant or obligation contained in this Agreement, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor non-breaching Party shall be considered entitled (in addition to beany other remedy that may be available to it whether in Law or equity, nor shall purport including monetary damages) to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services a decree or order of specific performance to any person enforce the observance and performance of such covenant or entityobligation, and (ii) develop for itselfan injunction restraining such breach or threatened breach. In circumstances where a Party is obligated to take action under this Agreement and such Party fails to take such action each of the Parties expressly acknowledges and agrees that the other Party shall have suffered irreparable harm, that monetary damages will be inadequate to compensate such other Party, and that such other Party shall be entitled to enforce specifically the breaching Party’s obligations under this Agreement. Each Party accordingly agrees not to raise any objection to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of, or for othersto enforce compliance with, materials the covenants and obligations of such Party under this Agreement all in accordance with the terms of this Section 5.1(b). Each Party further agrees that no other Party and no other Person shall be required to obtain, furnish, or processes including those that may be post any bond or similar to those produced instrument in connection with or as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references condition to obtaining any remedy referred to in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive orderSection 5.1(b), and notwithstanding a lack each Party irrevocably waives any right it may have to require the obtaining, furnishing, or posting of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of any such statute, public act, regulation, code bond or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its executionsimilar instrument.

General Provisions. ‌ a) Section headings and document titles used in this Contract The Company may withhold from any payment due hereunder any taxes that are included for convenience only and shall not be used in any substantive interpretation of this Contract. b) If any term or condition of this Contract is decided by a proper authority required to be invalidwithheld under any law, the remaining provisions of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest rule or regulation. The parties agree that this Agreement is intended to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders requirements of Section 409A of the Code and policies incorporated into the regulations promulgated thereunder (“Section 409A”) or an exemption from Section 409A. In the event that after execution of this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. c) The failure at any time by Agreement either party to this Contract to require Performance by makes a determination inconsistent with the preceding sentence, it shall promptly notify the other party of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafterbasis for its determination. The failure parties agree to renegotiate in good faith the terms of either party this Agreement if you determine that this Agreement as structured would have adverse tax consequences to enforce you. Notwithstanding anything in this Agreement to the contrary, if you are a “specified employee” as described in Section 409A and 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 meaning of Section 409A and that is therefore not exempt from Section 409A as involuntary separation pay or pursue a right or remedy shall not constitute a waiver short-term deferral, will be accumulated and paid (without interest) on the first business day of the right or remedy itselfseventh month following the date of your separation from service. For purposes of this Agreement, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required each amount to be obtained under this Contract, such consent paid or approval shall not benefit to be unreasonably withheld or delayed. No such consent or approval provided hereunder shall be valid unless in writing construed as a separate identified payment for purposes of Section 409A. This Agreement is personal to you and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractor. g) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor Company shall not be responsible forassignable 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, among 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 by the parties hereto or their respective successors and legal representatives. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other things, provision of this Agreement. It is the performance parties’ intention that this Agreement not be construed more strictly with regard to you or the Company. Upon becoming effective on the Start Date (and after payment of the Purchasing Entity’s personnel Executive Payment (as defined in the Letter Agreement)), this Agreement shall supersede any other employment or severance agreement or arrangements or similar rights you may have with the Company, Respironics or any of their affiliates (and agentsyou shall not be eligible for severance benefits under any other plan, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes program or policy of the performance of Company). Certain capitalized terms used herein have the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality meanings set forth in Sections 16, 19 and 20the Schedule hereto. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

General Provisions. ‌ a) Section headings 1. No other agreements or representations, unless specifically set forth in the Contract, shall be binding upon any of the parties. This Contract sets forth the full and document titles used in complete understanding of the parties hereto. No amendment, modification or supplement to this Contract are included shall be binding unless in writing and duly executed and delivered by each of the parties hereto to the other party. Nothing herein shall be construed as constituting a partnership or joint venture between Buyer and Seller. Seller has not employed or retained any broker or agent in connection with this Contract or any transaction contemplated by this Contract, other than N/A (“Seller’s Broker”). Xxxxx has not employed or retained any broker or agent in connection with this Contract or any transaction contemplated by this Contract, other than N/A (“Buyer’s Broker”). Seller shall be responsible for convenience only payment of any commission or fee due to Seller’s Broker in connection with this Contract or any transaction contemplated by this Contract. Buyer shall be responsible for payment of any commission or fee due to Xxxxx’s Broker in connection with this Contract or any transaction contemplated by this Contract. Xxxxx agrees to indemnify, defend and shall not be used hold harmless Seller from and against any claims made by brokers or agents other than Xxxxx’s Broker claiming to have dealt with or on behalf of Buyer in connection with this Contract or any substantive interpretation of transaction contemplated by this Contract. b2. Buyer acknowledges and agrees that Seller has not made and hereby specifically disclaims any warranty, guaranty, or representation, oral or written, past, present, or future, of as to, or concerning (i) If the nature, square footage, condition, value, or quality of the geology, the presence of environmental hazards and the suitability of any term of the Property, or any improvements located thereon, for any and all activities and uses which Buyer may elect to conduct thereon, (ii) the manner, construction, condition, quality, the state of repair or lack of repair of any of the Property, (iii) the nature and extent of any right of way, lease, possession, lien, encumbrance, license, reservation, condition, or otherwise (iv) the compliance of the Property or its operation with any laws, rules, ordinances, or regulations of any government or other body, and, (v) the income to be derived from the Property, Buyer hereby expressly acknowledges and agrees that Xxxxx has thoroughly inspected and examined the Property to the extent deemed necessary by the Buyer in order to enable Buyer to evaluate the purchase of the Property. Buyer hereby further acknowledges and agrees that Xxxxx is relying solely upon the inspection, examination, and evaluation of the Property by Xxxxx and that Xxxxx is purchasing the Property on an "AS IS, WHERE IS" and "WITH ALL FAULTS" basis and not on any information provided or to be provided by Seller. Buyer acknowledges that it has sufficient information regarding the property is relying on its own experts and not Seller or any information provided by Seller, if any, and is not looking, to Seller for any additional information with respect to condition of this Contract is decided by a proper authority to be invalidproperty. Buyer expressly acknowledges that, the remaining provisions in consideration of the Contract shall be unimpaired agreements of Seller herein, Seller makes no warranty of representation expressed or implied, or arising by operation of law, including, but in no way limited to any warranty of condition, habitability, merchantability, or fitness for a particular purpose except as otherwise specified herein. It is further agreed that Seller has not warranted, and does not hereby warrant the invalid provision shall be replaced by a provision which comes closest to Property or any improvements located thereon now or in the intention underlying the invalid provision. Contractor shall future will meet or comply with the statutesrequirements of any safety code or regulation of the state, regulationscity, Executive Orders or county in which the Property is located, or any other authority or jurisdiction. 3. If the Property was built prior to 1978, the Property may contain lead-based paint or other sources of lead. Exposure to lead-based paint or other sources may place young children at risk of developing lead poisoning. Lead poisoning in young children may produce permanent neurological damage, including learning disabilities, reduced intelligence quotient, behavior problems and policies incorporated into this Contract impaired memory. Lead poisoning also poses a particular risk to pregnant woman. Xxxxx agrees that it is purchasing the Property "as-is" without any representations or warranties whatsoever as to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. c) The failure at any time by either party to this Contract to require Performance by the other party of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver condition of the right Property. Buyer further agrees that the Seller has no responsibility or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instanceliability for, and shall not be deemed to be a consent toBuyer hereby unconditionally releases Seller from, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractor. g) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents liability, both known and unknown, present or future, that is based upon or related to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance existence of lead or lead-based paint on or about the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those Property. Xxxxx acknowledges that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amendedinformed by Seller of possible health hazards posed by exposure to lead from lead-based paint or other sources on or about the Property. Xxxxx further acknowledges that Xxxxx has waived the opportunity to conduct a risk assessment for the presence of lead-based paint hazards on the Property. Finally, replaced Xxxxx releases Seller from any and all claims respecting the property and the sale of the property. Buyer waives application of Civil Code Section 1542 which states the following: A general release does not extend to claims which the creditor does not know or superseded at any time. Notwithstanding any language suspect to exist in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor 4. Xxxxx agrees to indemnify and hold harmless Seller and its executionofficers, employees and agents, from and against any and all losses, claims, demands, liabilities, costs, damages and expenses (including attorneys fees and costs) that Seller may incur arising from the Buyer's actions or failure to act on, respond to or comply with any local, state or federal law, rule or ordinance affecting the Property including, but not limited to, building code requirements, nuisance claims or abatements thereof, condemnation proceedings, lien enforcement actions, and the like. Further, Xxxxx acknowledges that the Property may be subject to proceedings in law or equity to xxxxx, correct, or otherwise comply with local, state or federal requirements regarding the Property and that this indemnity shall also apply in such instances.

General Provisions. ‌ (a) Section headings and document titles used Any dispute, controversy or claim arising out of or relating to this Agreement or the other Transaction Documents (other than the Master Lease), or the validity, interpretation, breach or termination thereof, or arising out of or related to the relationship and/or duties of the parties created by this Agreement or the transactions contemplated hereby (whether arising out of contract, tort, equity or statute) (a “Dispute”), shall be resolved in accordance with the procedures set forth in this Contract are included Article VII, which shall be the sole and exclusive procedures for convenience only and shall not be used the resolution of any such Dispute unless otherwise specified in any substantive interpretation of the applicable Transaction Document or in this ContractArticle VII below. (b) If any term Commencing with a request contemplated by Section 7.2 set forth below, all communications between the parties or condition of this Contract is decided by a proper authority to be invalid, the remaining provisions of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor their representatives in connection with its Performance under this Contract. c) The failure at any time by either party to this Contract to require Performance by the other party attempted resolution of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver of the right or remedy itselfDispute shall, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instancegreatest extent permitted by applicable law, be deemed to have been delivered in furtherance of a Dispute settlement and shall, to the greatest extent permitted by applicable law, be exempt from discovery and production, and shall not be deemed admissible into evidence for any reason (whether as an admission or otherwise), in any arbitral or other proceeding for the resolution of any Dispute. (c) By agreeing to be arbitration, the parties hereto do not intend to deprive any court of its jurisdiction to issue a consent topre-arbitral injunction, pre-arbitral attachment, or approval ofother order in aid of arbitration proceedings and the enforcement of any award. Without prejudice to such provisional remedies as may be available under the jurisdiction of a court pursuant to Section 7.2(f), the arbitral tribunal shall have full authority to grant provisional remedies and to direct the parties to request that any subsequent like act court modify or inaction vacate any temporary or preliminary relief issued by either partysuch court, and to award damages for the failure of any party to respect the arbitral tribunal’s orders to that effect. (d) THE PARTIES EXPRESSLY WAIVE AND FOREGO ANY RIGHT TO (I) SPECIAL DAMAGES, AS DEFINED HEREIN (PROVIDED, THAT LIABILITY FOR ANY SUCH SPECIAL DAMAGES, AS DEFINED HEREIN, WITH RESPECT TO ANY THIRD PARTY CLAIM SHALL BE CONSIDERED DIRECT DAMAGES) AND (II) TRIAL BY JURY IN ANY LITIGATION PERMITTED HEREUNDER. (e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractor. g) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality procedures set forth in Sections 16this Article VII below, 19 and 20including the time limits referenced therein, may be modified by agreement of both of the parties in writing. m(f) All references applicable statutes of limitations and defenses based upon the passage of time shall be tolled while the procedures specified in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its executionArticle VII are pending.

General Provisions. ‌ (a) Section headings This Agreement constitutes the complete, final and exclusive embodiment of the entire agreement between Company and Executive with regard to the payments and benefits described herein, and it 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 the Prior Agreement, any letter agreements issued regarding the Prior Agreement, and the provisions of Executive’s employment agreement or offer letter concerning severance benefits or change of control benefits); provided, however, that nothing herein shall affect any plan document titles used 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 is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it 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. (b) Whenever possible, each provision of this Contract are included for convenience only and Agreement will be interpreted in such a manner as to be effective under applicable law. The invalidity or unenforceability of any provision of this Agreement shall not be used in affect the validity or enforceability of any substantive interpretation other provision of this Contract. b) If any term Agreement. Any invalid or condition of this Contract is decided by a proper authority to be invalid, the remaining provisions of the Contract shall be unimpaired and the invalid unenforceable provision shall be replaced by modified so as to be rendered valid and enforceable in a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply manner consistent with the statutes, regulations, Executive Orders and policies incorporated into this Contract to intent of the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contractparties insofar as possible. (c) The Executive’s or the Company’s failure at any time by either party to this Contract to require Performance by the other party of insist upon strict compliance with any provision hereof shall not affect in of this Agreement or the failure to assert any way right Executive or the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver of the right or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and Company may have hereunder shall not be deemed to be a consent to, waiver of such provision or approval of, right or any subsequent like act other provision or inaction by either partyright of this Agreement. (d) This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. Facsimile signatures shall be deemed as effective as originals. (e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may This Agreement is intended to bind and inure to the benefit of and be otherwise provided for in this Contractenforceable by Executive, the Purchasing Entity shall Company and their respective successors, assigns, heirs, executives and administrators, except that Executive may not assign, mortgage, alter, relocate or give up possession assign any of Executive’s duties hereunder and Executive may not assign any Deliverable to which Contractor retains title of Executive’s rights hereunder without the prior written consent of Contractorthe Company. This Agreement shall be interpreted and enforced in accordance with the laws of the State of California. g(f) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State Any ambiguity in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor Agreement shall not be responsible for, among other things, construed against either party as the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunderdrafter. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

General Provisions. ‌ (a) Section headings Additional license requirements and document titles used other license notices, if any, shall be contained in this Contract are included the Documentation that is delivered with the applicable Licensor Software. Unless expressly authorized by such terms, Customer agrees not to use or access any third-party software as a stand-alone product or in any other manner other than in connection with the Licensor Software. (b) All notices related to these Terms shall be in writing. Notices will be effective if dispatched by facsimile; or electronic mail; by hand; reliable overnight delivery service or first-class, pre-paid mail if sent to the contract address for convenience only and the intended recipient set forth in an Order Form. A copy of any notice of default, breach or termination shall also be sent to that party's General Counsel. (c) The losing party shall pay all reasonable costs, including, without limitation attorneys’ fees, incurred by the prevailing party in any action brought to enforce the prevailing party’s rights under these Terms. (d) The Terms shall not be used in any substantive interpretation of this Contract. b) If any term interpreted to create an agency or condition of this Contract consignment relationship, and neither party is decided by a proper authority to be invalidpartner, employee, agent or joint venture partner of, or with, the remaining provisions other. During the term of any Order Form and for a period of one (1) year following expiration or termination of an Order Form, neither party shall actively solicit for employment any employee, contractor, or consultant, or other representative of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor other party who performed services in connection with its Performance under this Contract. c) The failure at any time by either party to this Contract to require Performance by the other party of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver of the right or remedy itselfapplicable Order Form, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractorthe other party. (e) Customer hereby grants Licensor and its independent auditors, at Licensor's expense, the right to audit Customer‘s compliance with these Terms upon reasonable notice and at reasonable times and to report any results to Licensor’s licensors. Customer agrees to provide assistance to ensure a complete and accurate audit by Licensor and its independent auditors. Customer’s failure to comply with the provisions of this section will constitute a material breach of these Terms. (f) No waiver by either party of any breach of any provision of these Terms shall be construed as a waiver of that or any other provision on any other occasion. (g) Contractor represents and warrants Dates or times by which one party is required to perform under these Terms shall be postponed automatically for so long as that it party is prevented from performing by any act of or failure to act by, the other party. No delay or default in performance of any obligation by either party (except payment obligations), shall notconstitute a breach of these Terms to the extent caused by force majeure or any other cause which is beyond its reasonable control, including, but not limited to, fires, strikes, accidents, or acts of God. (h) Except for an assignment, in whole or part, by Licensor to a wholly owned subsidiary, neither party may assign these Terms and/or any of its rights and/or obligations without the prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision (which shall not restrict be unreasonably withheld). Any such attempted assignment shall be void. For the right purposes of either party the foregoing, a change in control of Customer is deemed to solicit cause or recruit generally in the mediaattempt to cause an assignment of these Terms and shall require Licensor’s prior written consent. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working spaceTo the extent Customer or its successors or assigns enters into an Extraordinary Corporate Event after an Order Form Effective Date, equipment and facilities and timely access to datathese Terms, informationas amended, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar apply to those produced additional users, divisions or entities, which were added to or divested from Customer’s organization as a result of the services hereunderExtraordinary Corporate Event until those additional users, provided that, Contractor complies with its obligations divisions or entities are added to these Terms by way of confidentiality set forth in Sections 16, 19 a written amendment signed by duly authorized officers of the Licensor and 20Customer. m(j) All references in The parties' rights and obligations under this Contract to any statutesection and sections entitled "Fees", public act“Warranties”, regulation“Indemnity”, code “Remedies”, “Disclaimers”, “Exclusions”, “Limitation of Liability”, “Proprietary Notices”, "Confidentiality", "General" shall survive the expiration or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack termination of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its executionthese Terms.

General Provisions. ‌ a) Section headings 1. Respondent acknowledges that Respondent and document titles used its pipeline system are subject to the jurisdiction of the Federal pipeline safety laws, 49 U.S.C. 60101 et seq., and the regulations and administrative orders issued thereunder. For purposes of this Consent Agreement and Order, Respondent acknowledges that it received proper notice of PHMSA’s action in this Contract are included proceeding and that the Notice states claims upon which relief may be granted pursuant to 49 U.S.C. 60101 et seq. and the regulations and orders issued thereunder. 2. Respondent, for convenience only purposes of this Consent Agreement and Order, does not contest the allegations made in the Notices and agrees to abide by the terms of this Consent Agreement and Order. Respondent agrees to pay the civil penalty as set forth in Section VI of this Consent Agreement and Order, and agrees to achieve compliance by completing the actions specified in Section II (“Work to be Performed”). These actions, including any work plans and schedules, shall be automatically incorporated into this Consent Agreement and Order. This Consent Agreement and Order does not constitute a finding of violation of any Federal law or regulation and may not be used in any substantive interpretation civil proceeding of any kind as evidence or proof of any fact, fault or liability, or as evidence of the violation of any law, rule, regulation or requirement, except in a proceeding to enforce the provisions of this ContractConsent Agreement and Order. b) If any term or condition 3. Respondent consents to the issuance of this Contract is decided Consent Agreement and Order, and hereby waives any further procedural requirements with respect to its issuance. Respondent waives all rights to contest the Notices, or the validity of this Consent Agreement and Order, including all rights to administrative or judicial hearings or appeals. 4. This Consent Agreement and Order shall apply to and be binding upon PHMSA, and upon Respondent, its officers, directors, and employees, and its successors, assigns, or other entities or persons otherwise bound by law. Respondent agrees to provide a proper authority copy of this Consent Agreement and Order, and any incorporated work plans and schedules, to be invalidall of Respondent’s officers, employees, and agents whose duties might reasonably include compliance with this Consent Agreement and Order. 5. For all transfers of ownership or operating responsibility of Respondent’s XXX pipeline, Respondent shall provide a copy of this Consent Agreement and Order to the remaining provisions prospective transferee at least 10 business days prior to such transfer and simultaneously provide written notice of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest prospective transfer to the intention underlying PHMSA Regional Director who issued the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this ContractNotices. c) The failure at any time by either party to this Contract to require Performance by the other party of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver of the right or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractor. g) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute6. This provision shall not restrict Consent Agreement and Order constitutes the right of either party to solicit or recruit generally in final, complete and exclusive agreement and understanding between the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes Parties with respect to the services provided settlement embodied in this Consent Agreement and Order, and the Parties acknowledge that there are no representations, agreements or understandings relating to the settlement other than those expressly contained in this Consent Agreement and Order, except that the terms of this Consent Agreement and Order may be construed by Contractor hereunderreference to the Notices. 7. Nothing in this Consent Agreement and Order affects or relieves Respondent of its responsibility to comply with all applicable requirements of the Federal pipeline safety laws, 49 U.S.C. § 60101 et seq., and the regulations and orders issued thereunder. Nothing in this Consent Agreement and Order alters PHMSA’s right of access, entry, inspection, and information gathering or PHMSA’s authority to bring enforcement actions against Respondent pursuant to the Federal pipeline safety laws, the regulations and orders issued thereunder, or any other provision of Federal or State law. 8. This Consent Agreement and Order does not waive or modify any Federal, State, or local laws or regulations that are applicable to Respondent’s pipeline systems. This Consent Agreement and Order is not a permit, or a modification of any permit, under any Federal, State, or local laws or regulations. Respondent remains responsible for achieving and maintaining compliance with all applicable Federal, State, and local laws, regulations and permits. 9. This Consent Agreement and Order does not create rights in, or grant any cause of action to, any third party not party to this Agreement. The Contractor shall U.S. Department of Transportation is not be responsible forliable for any injuries or damages to persons or property arising from acts or omissions of Respondent or its officers, among other thingsemployees, or agents carrying out the performance work required by this Consent Agreement and Order. Respondent agrees to hold harmless the U.S. Department of the Purchasing Entity’s personnel and Transportation, its officers, employees, agents, and representatives from any and all causes of action arising from any acts or omissions of Respondent or its contractors in carrying out the accuracy work required by this Consent Agreement and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunderOrder. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

General Provisions. ‌ a) Section headings and document titles used 14.1 Neither party may waive or release any of its rights or interests in this Contract are included for convenience only and shall not be used Agreement except in any substantive interpretation writing. The failure of this Contract. b) If the Government or Licensee to assert a right hereunder or to insist upon compliance with any term or condition of this Contract is decided by a proper authority to be invalid, the remaining provisions of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. c) The failure at any time by either party to this Contract to require Performance by the other party of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy Agreement shall not constitute a waiver of that right by the right Government or remedy itselfLicensee, unless such as applicable, or excuse a waiver similar subsequent failure to perform any of these terms or conditions by Licensee or the Government, as applicable. 14.2 This Agreement constitutes the entire agreement between the Parties relating to the subject matter of the Licensed Patent Rights, Licensed Products and Licensed Processes, and all prior negotiations, representations, agreements, and understandings are merged into, extinguished by, and completely expressed by this Agreement. 14.3 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 law, this determination shall not in any way affect the validity or enforceability of the remaining provisions of this Agreement. 14.4 If either party desires a modification to this Agreement, the parties shall, upon reasonable notice of the proposed modification by the party desiring the change, confer in good faith to determine the desirability of the modification. No modification shall be effective until a written amendment is expressed signed by the parties hereto. 14.5 The construction, validity, performance, and effect of this Agreement shall be governed by Federal law as applied by the Federal courts in the District of Columbia. 14.6 All Agreement notices required or permitted by this Agreement shall be given by prepaid, first class, registered or certified mail or by an express/overnight delivery service provided by a commercial carrier, properly addressed to the other party at the address designated on the Signature Page, or to any other address as may be designated in writing and signed by such other party. Agreement notices shall be considered timely if such notices are received on or before the established deadline date or sent on or before the deadline date as verifiable by U.S. Postal Service postmark or dated receipt from a duly authorized representative of commercial carrier. Parties should request a legibly dated U.S. Postal Service postmark or obtain a dated receipt from a commercial carrier or the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval U.S. Postal Service. Private metered postmarks shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative acceptable as proof of that party. Such consent or approval shall apply only to the given instance, and timely mailing. 14.7 This Agreement shall not be deemed to be a consent toassigned or otherwise transferred (including any transfer by legal process or by operation of law, and any transfer in bankruptcy or insolvency, or approval of, in any subsequent like act other compulsory procedure or inaction by either party. eorder of court) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. fexcept to Licensee’s Affiliate(s) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of ContractorPHS, which shall not be unreasonably withheld, conditioned or delayed. The parties agree that the identity of the parties is material to the formation of this Agreement and that the obligations under this Agreement are nondelegable 14.8 Licensee agrees in its use of any PHS-supplied materials to comply with all applicable statutes, regulations, and guidelines, including PHS and HHS regulations and guidelines. Licensee agrees not to use the materials for research involving human subjects or clinical trials in the United States without complying with 21 CFR Part 50 and 45 CFR Part 46. Licensee agrees not to use the materials for research involving human subjects or clinical trials outside of the United States without notifying PHS, in writing, of the research or trials and complying with the applicable regulations of the appropriate national control authorities. Written notification to PHS of research involving human subjects or clinical trials outside of the United States shall be given no later than sixty (60) days prior to commencement of the research or trials. g14.9 Licensee acknowledges that it is subject to and agrees to abide by the United States laws and regulations (including the Export Administration Act of 1979 and Arms Export Control Act) Contractor represents controlling the export of technical data, computer software, laboratory prototypes, biological materials, and warrants other commodities. The transfer of these items may require a license from the appropriate agency of the Government or written assurances by Licensee that it shall not, not export these items to certain foreign countries without prior approval of the agency. PHS neither represents that a license is or is not required or that, if required, it shall be issued. 14.10 Licensee agrees to xxxx the Licensed Products or their packaging sold in the United States with all applicable U.S. patent numbers and similarly to indicate “Patent Pending” status, if appropriate. All Licensed Products manufactured in, shipped to, or sold in other countries shall be marked in a manner to preserve PHS patent rights in those countries, if any. 14.11 By entering into this Agreement, PHS does not directly or indirectly endorse any product or service provided, or to be provided, by Licensee whether directly or indirectly related to this Agreement. Licensee shall not state or imply that this Agreement is an endorsement by the Government, PHS, any other Government organizational unit, or any Government employee. Additionally, Licensee shall not use the names of NIH, PHS, FDA or HHS or the Government or their employees in any advertising, promotional, or sales literature without the prior written consent approval of PHS. 14.12 The Parties agree to attempt to settle amicably any controversy or claim arising under this Agreement or a breach of this Agreement, except for appeals of modifications or termination decisions provided for in Article 13. Licensee agrees first to appeal any unsettled claims or controversies to the designated PHS official, or designee, whose decision shall be considered the final agency decision. Thereafter, Licensee may exercise any administrative or judicial remedies that may be available. 14.13 Nothing relating to the grant of a license, nor the grant itself, shall be construed to confer upon any person any immunity from or defenses under the antitrust laws or from a charge of patent misuse, and the acquisition and use of rights pursuant to 37 CFR Part 404 shall not be immunized from the Lead State oroperation of state or Federal law by reason of the source of the grant. 14.14 Paragraphs 3.4, if applicable8.1, Participating Entity9.7-9.9, make 12.1-12.5, 13.1, 13.8, 13.9, 14.12 and 14.14 of this Agreement shall survive termination of this Agreement. 14.15 The terms and conditions of this Agreement shall, at PHS’ sole option, be considered by PHS to be withdrawn from Licensee’s consideration and the terms and conditions of this Agreement, and the Agreement itself to be null and void, unless this Agreement is executed by the Licensee and a fully executed original is received by PHS within sixty (60) days from the date of PHS signature found at the Signature Page. Xxxxxxx X. Xxxxxxxxx Date Director, Division of Technology Development and Transfer Office of Technology Transfer National Institutes of Health Mailing Address for Agreement notices: Chief, Monitoring & Enforcement Branch Office of Technology Transfer National Institutes of Health 0000 Xxxxxxxxx Xxxxxxxxx, Xxxxx 000 Xxxxxxxxx, Xxxxxxxx 00000-0000 X.X.X. For Licensee (Upon, information and belief, the undersigned expressly certifies or affirms that the contents of any reference statements of Licensee made or referred to in this document are truthful and accurate.): By: Signature of Authorized Official Date Printed Name VICE PRESIDENT, BUSINESS AFFAIRS Title I. Official and Mailing Address for Agreement notices: Name Title Mailing Address Email Address: xxxxxxx@xxxxxxxxxxx.xxx Phone: (000)000-0000 Fax: (000)000-0000 II. Official and Mailing Address for Financial notices (Licensee’s contact person for royalty payments) Xxxxx Xxxxxx Name Vice President, Business Affairs Title Mailing Address: Xxx Xxxxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, XX 00000 Email Address: xxxxxxx@xxxxxxxxxxx.xxx Phone: (000)000-0000 Fax: (000)000-0000 Any false or misleading statements made, presented, or submitted to the Purchasing Entity or the State in Government, including any of Contractor's advertising or news releases. Without such permissionrelevant omissions, the Contractor may only name the Lead State, Participating Entities under this Agreement and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in during the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination negotiation of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party Agreement are subject to solicit or recruit generally in the mediaall applicable civil and criminal statutes including Federal statutes 31 U.S.C. §§3801-3812 (civil liability) and 18 U.S.C. §1001 (criminal liability including fine(s) and/or imprisonment). j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

General Provisions. ‌ aThis License between VISX And Licensee is binding on their respective successors and permitted assigns and legal representatives. This License is subject to and interpreted under the laws of the State of California (without regard to principle of conflict of laws) and cannot be amended, nor can any term be waived, except in a writing signed by both parties. Any controversy or claim arising out of or relating to this License, or the breach thereof, shall be settle by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof, provided however, that neither party shall be precluded from seeking injunctive relief in a court of law. No waiver or modification in any one instance shall be a waiver or modification in any other. No third party rights will be created by the execution or performance of this License. This License together with the Sales or Lease Agreement, as applicable, contains the entire understanding between VISX and Licensee with respect to its subject matter and supersedes all other agreements, discussions, and understandings with respect to the subject matter. Notices under this License shall be sent by overnight courier to the principal offices of the subject party. If any provision (or part of any provision) of this License, or the enforcement thereof, is held to be illegal, invalid, or unenforceable, then the parties shall renegotiate this License promptly and in good faith so as to place each of the parties, to the fullest extent legally possible, in substantially the same economic position as each of them would have been if such illegality, invalidity, or unenforceability had not occurred. Section and subsection headings and document titles used in this Contract License are included for convenience of reference only and shall not constitute part of this License for any other purpose or be used in given any substantive interpretation of this Contract. b) If any term or condition of this Contract is decided by a proper authority to be invalid, the remaining provisions of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provisioneffect. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. c) The failure at any time by either party to this Contract to require Performance by the other party of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver of the right or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as This License may be otherwise provided for executed in this Contract, the Purchasing Entity one or more counterparts all of which together shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractorconstitute one original document. g) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

General Provisions. ‌ (a) Section headings and document titles used Any dispute, controversy or claim arising out of, in connection with, or relating to this Agreement, or the validity, interpretation, breach or termination thereof (a “Dispute”), shall be resolved in accordance with the procedures set forth in this Contract are included Article VI, which shall be the sole and exclusive procedures for convenience only and shall not be used in the resolution of any substantive interpretation of this Contractsuch Dispute unless otherwise specified below. (b) If any term Commencing with a request contemplated by Section 6.2, all communications between the Parties or condition of this Contract is decided by a proper authority to be invalid, the remaining provisions of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor their Representatives in connection with its Performance under this Contract. c) The failure at any time by either party to this Contract to require Performance by the other party attempted resolution of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver of the right or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval Dispute shall be valid unless deemed to have been delivered in writing furtherance of a Dispute settlement and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instancebe exempt from discovery and production, and shall not be deemed to be a consent toadmissible in evidence for any reason (whether as an admission or otherwise), or approval of, in any subsequent like act or inaction by either partyproceeding for the resolution of the Dispute. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f(c) Except as provided in Section 6.1(f) in connection with any Dispute, the Parties expressly waive and forego any right to trial by jury. (d) The specific procedures set forth below, including but not limited to the time limits referenced therein, may be otherwise provided for modified by agreement of the Parties in writing. (e) All applicable statutes of limitations and defenses based upon the passage of time shall be tolled while the procedures specified in this ContractArticle VI are pending. The Parties will take such action, the Purchasing Entity shall not assignif any, mortgage, alter, relocate or give up possession of any Deliverable required to which Contractor retains title without the prior written consent of Contractoreffectuate such tolling. g(f) Contractor represents and warrants that it shall not, without prior written consent from The Parties hereby irrevocably submit to the Lead exclusive jurisdiction of the Court of Chancery of the State of Delaware or, if applicablesuch court lacks subject matter jurisdiction, Participating Entityany other state court or federal court having subject matter jurisdiction located within the State of Delaware in connection with any such Dispute, make and each Party hereby irrevocably agrees that all claims in respect of any reference such Dispute or any suit, action or proceeding related thereto may be heard and determined in such courts. The Parties hereby irrevocably waive, to the Purchasing Entity fullest extent permitted by applicable Law, any objection that they may now or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted hereafter have to the Purchasing Entity laying of venue of any such Dispute brought in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel such courts or any defense of inconvenient forum for the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services maintenance of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statutedispute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them isParties agrees that a judgment in any such Dispute may be enforced in other jurisdictions by suit, nor shall be considered to be, nor shall purport to act as, on the other’s agent, partner, fiduciary, joint venturer, judgment or representativein any other manner provided by Law. l(g) Contractor To the extent a Dispute under this Agreement is not resolved pursuant to Section 6.2 herein; a Party may (ibring such a Dispute in court in accordance with Section 6.1(f) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20this Agreement. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

General Provisions. ‌ (a) Section headings and document titles used Any dispute, controversy or claim arising out of, in connection with, or relating to this Agreement, or the validity, interpretation, breach or termination thereof (a “Dispute”), shall be resolved in accordance with the procedures set forth in this Contract are included Article VI, which shall be the sole and exclusive procedures for convenience only the resolution of any such Dispute except as set forth in Section 6.1(g) and shall not be used in any substantive interpretation of this ContractSection 7.12. (b) If any term Commencing with an Initial Notice (as defined in Section 6.2), all communications between the Parties or condition of this Contract is decided by a proper authority to be invalid, the remaining provisions of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor their Representatives in connection with its Performance under this Contract. c) The failure at any time by either party to this Contract to require Performance by the other party attempted resolution of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver of the right or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval Dispute shall be valid unless deemed to have been delivered in writing furtherance of a Dispute settlement and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instancebe exempt from discovery and production, and shall not be deemed admissible in evidence for any reason (whether as an admission or otherwise), in any proceeding for the resolution of the Dispute. (c) The Parties expressly waive and forego any right to trial by jury. (d) The specific procedures set forth below, including the time limits referenced therein, may be a consent tomodified by agreement of the Parties in writing. (e) All applicable statutes of limitations and defenses based upon the passage of time shall be tolled while the procedures specified in this Article VI are pending. The Parties will take such action, or approval ofif any, required to effectuate such tolling. (f) The Parties hereby irrevocably submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, solely if such court lacks subject matter jurisdiction, any subsequent like act other state court or inaction by either party. e) The Purchasing Entity shall not remove federal court having subject matter jurisdiction located within the State of Delaware in connection with any such Dispute, and each Party hereby irrevocably agrees that all claims in respect of any such Dispute or destroy any proprietary markings suit, action or proprietary legends placed upon or contained within any Deliverable. f) Except as proceeding related thereto may be otherwise provided for heard and determined solely in this Contractsuch courts. The Parties hereby irrevocably waive, to the Purchasing Entity shall not assignfullest extent permitted by Applicable Law, mortgage, alter, relocate any objection that they may now or give up possession hereafter have to the laying of venue of any Deliverable to which Contractor retains title without such Dispute brought in such courts or any defense of inconvenient forum for the prior written consent of Contractor. g) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services maintenance of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statutedispute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them isParties agrees that a judgment in any such Dispute may be enforced in other jurisdictions by suit, nor shall be considered to be, nor shall purport to act as, on the other’s agent, partner, fiduciary, joint venturer, judgment or representativein any other manner provided by Applicable Law. l(g) Contractor To the extent a Dispute under this Agreement is not resolved pursuant to Section 6.2 herein, a Party may (ibring such a Dispute in court solely in accordance with Section 6.1(f) provide any Services of this Agreement. For the avoidance of doubt, unless pursuant to any person or entitySection 7.12, and (ii) develop for itself, or for others, materials or processes including those that a Party may be similar to those produced as not bring a result of Dispute in court without first following the services hereunder, provided that, Contractor complies with its obligations of confidentiality procedures set forth in Sections 16, 19 and 20Section 6.2. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

General Provisions. ‌ aSection 1. Personnel Files‌ a. There shall be one (1) official District personnel file for each Officer. The material in the official District personnel file shall be considered and used as the only official personnel record of the District in any proceeding affecting the status of the Officer’s employment with the District. b. The material in the file shall be made available for the inspection of the Officer to whom the file pertains except ratings, reports or records which were (1) obtained prior to the employment of the Officer, (2) prepared by identifiable members of the screening committee involved in selection, or (3) obtained in connection with a promotional evaluation. c. An Officer shall have the right to inspect the file except as provided in subsection (b) of this Section headings and document titles used upon written request. An officially designated representative of ECCPOA, chosen by the Officer, may at the Officer’s request accompany the Officer in this Contract are included for convenience only review or upon written authorization a representative may review the file. The Review shall be made during normal business hours and at a time when such Officer is not otherwise required to render service to the District unless mutually agreeable to the Officer and the Chief of Police or designated supervisor. d. Any item to be placed in the file shall be clearly identified as to its source or originator and its date of receipt by the District. e. Information of a derogatory nature, except that listed under subsection (b) of this Section, shall not be used in any substantive interpretation of this Contract. b) If any term entered or condition of this Contract filed unless and until the Officer is decided by given a proper authority to be invalid, the remaining provisions copy of the Contract document and the Officer has the opportunity to have a meeting concerning the matter and an opportunity to make his own written comments, which will be placed in the file attached to the derogatory document. Such written comments shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. csubmitted within five (5) The failure at any time by either party to this Contract to require Performance by the other party of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver of the right or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that partyworking days. Such consent or approval meeting and opportunity to write comments shall apply only to the given instance, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractor. g) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract place during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agentsnormal business hours, and the accuracy and completeness affected Officer shall be released from duty for this purpose, if necessary, without salary reduction. f. Official District personnel files shall only be available to specifically designated persons. No other party shall have access to an Officer’s file, except as the result of all data and information provided to Contractor by a legal proceeding, without the Purchasing Entity for purposes written authorization of the performance Officer. g. When an Officer requests, the District will seal, in the Officer’s Personnel File, a written reprimand which has existed in the personnel file for two (2) years or more. The District may unseal and review such material in the event it otherwise determines that discipline of the services hereunder. kOfficers is appropriate. Citizen complaints, however, will be retained and available for review for five (5) Each years, but will be removed from the file and destroyed after five (5) years, upon written request of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representativeOfficer. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

General Provisions. ‌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 reasonable 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. Employee shall be entitled to indemnification, in accordance with the applicable provisions of Employer's charter documents and indemnification agreement, against all expense, liability and loss (including reasonable attorneys' fees and settlement payments) that Employee may incur by reason of any action, suit or proceeding arising from or relating to the performance of Employee's duties as an officer or director of Employer or any affiliate. a) Section headings and document titles used in this Contract are included for convenience only 7.2 All material furnished to Employee by Employer during the course of employment shall remain the property of Employer and shall not be used in any substantive interpretation of this Contract. b) If any term or condition of this Contract is decided returned by a proper authority Employee to be invalid, the remaining provisions of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. c) The failure 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 either Employee without Employer's prior written consent. 7.4 This Agreement shall be deemed automatically assigned by Employer (and assumed by the successor) in the event of any sale, transfer, merger, and/or similar disposition of its business (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise), and shall inure to the benefit of and bind Employer's successors and assigns. For purposes of this Agreement, the term "Employer" shall include the party to acquiring the business/assets of Employer upon any sale, transfer, merger, and/or similar disposition of its business. 7.5 The validity, interpretation, performance and enforcement of this Contract to require Performance Agreement shall be governed by and construed in accordance with the laws of the State of California. All actions brought under Paragraph 7.10 or otherwise shall be brought and occur in Palo Alto, California. 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. 7.6 The waiver by a party of any breach by the other party of any provision hereof of this Agreement shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce operate or pursue a right or remedy shall not constitute be construed as a waiver of any other breach by the right or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving other party. d) 7.7 In the event that any case where the consent or approval provision of either party this Agreement is required determined by any body of competent jurisdiction to be obtained under this Contractunenforceable, such consent illegal or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only contrary to the given instance, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractor. g) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.policy,

General Provisions. ‌ a) Section headings Strad and document titles used in this Purchaser are independent contractors. This Contract are included for convenience only constitutes the final written expression of all of the agreements between the parties with respect to the subject matter, and supersedes all understandings and negotiations concerning the matters specified herein. Each of the parties shall not be used in at the request of the other without cost or expense execute and deliver any substantive interpretation further documents and do all acts and things as reasonably required to carry out the intent of this Contract. b) . No failure or delay by a party in exercising any right, power or privilege shall operate as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. If any term or condition provision of this Contract is decided shall be found to be invalid or illegal by reason of any determination made by a proper court of competent jurisdiction or any governmental authority having jurisdiction in the circumstances, such provisions shall be severed from this contract to be invalidthe extent of such invalidity or illegality and the validity, legality or enforceability of the remaining provisions of the this Contract shall not in way be unimpaired and affected or impaired thereby. The subsequent execution by Strad of any Purchaser field tickets, forms, receipts, invoices, terms of services, etc. shall not amend or modify the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under terms of this Contract. c) The failure at any time by either party . Any amendment or modification to this Contract to require Performance by the other party of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver of the right or remedy itself, unless such a waiver is expressed must be in writing and signed by a duly authorized representative both of the waiving party. d) In parties. This Contract shall be assignable by Strad to any case where of its subsidiaries, affiliates or successors without the consent or approval of either party is required to be obtained under this Contract, such consent or approval Purchaser. Purchaser shall not assign this Contract without Strad’s prior written consent. This Contract shall enure to the benefit of and be unreasonably withheld or delayedbinding upon the parties and their respective successors and permitted assigns. No such consent assignment or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession delegation relieves Purchaser of any Deliverable to which Contractor retains title without of its obligations under the prior written consent of Contractor. g) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releasesContract. Without such permission, the Contractor The parties may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term by facsimile or other electronic means and for a period in separate counterparts, each of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.when so executed and

General Provisions. ‌ a) Section headings A. This Agreement shall be construed in accordance with and document titles used in this Contract are included for convenience only and shall not be used in any substantive interpretation of this Contract. b) If any term or condition of this Contract is decided governed by a proper authority to be invalid, the remaining provisions laws of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest State of New York, without reference to the intention underlying the invalid provisionprinciples thereof respecting conflicts of laws. Contractor shall comply with the statutesEach party to this Agreement, regulationsby his, Executive Orders and policies incorporated into this Contract her or its execution hereof, hereby irrevocably submits to the extent that such statutesexclusive jurisdiction of the federal and state courts sitting in the County of New York, regulationsState of New York for the purpose of any and all actions, Executive Orders and/or policies are applicable to Contractor suits or proceedings arising in whole or in part out of, related to, based upon or in connection with its Performance under this ContractAgreement. c) The failure B. Any notices provided hereunder must be in writing and shall be deemed effective upon the earlier of personal delivery or the third day after mailing by U.S. registered or certified mail, return receipt requested and postage prepaid, to the Corporation at any time by either party its primary office location and to this Contract Executive at Executive’s address as listed on the Corporation payroll. C. This Agreement shall inure to require Performance the benefit of and be binding upon the Corporation, its permitted successors and assigns and the Executive, Executive’s heirs, executors, administrators and legal representatives. D. This Agreement and the Proprietary Rights Agreement set forth the entire understanding of the parties hereto with respect to the employment of the Executive by the Corporation. Any and all other party previous agreements and understandings between or among the parties regarding the subject matter hereof, whether written or oral, including the Prior Agreement, are hereby released, merged herein and superseded by this Agreement. E. No statement, representation, warranty, covenant or agreement not expressly set forth in this Agreement shall affect or be used to interpret, change or restrict the express terms and provisions of any provision hereof shall this Agreement. F. This Agreement may not affect in any way be amended or modified without a writing signed by each of the full right to require such Performance at any time thereafterExecutive and the Corporation. The failure terms and provisions of either this Agreement may be waived, or consent for the departure therefrom granted, only by written document executed by the party entitled to enforce the benefits of such terms or pursue provisions. No such waiver or consent shall be deemed to be or shall constitute a right waiver or remedy consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent. G. This Agreement may be executed in two counterparts, each of which shall be an original, and which together shall constitute one and the right or remedy itself, unless such a waiver is expressed in writing and signed same instrument. A facsimile transmission by a duly authorized representative party of a signed signature page hereof shall have the waiving partysame effect as delivery by such party of a manually executed original counterpart hereof. d) In H. If for any case where the consent or approval reason any provision of either party this Agreement is required to be obtained under this Contractheld invalid, such consent or approval invalidity shall not be unreasonably withheld or delayedaffect any other provision of this Agreement not held invalid, and each such other provision shall, to the full extent consistent with law, continue in full force and effect. No such consent or approval If any provision of this Agreement shall be valid unless held invalid in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instancepart, and such invalidity shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, affect the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractor. g) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services rest of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agentsheld invalid, and the accuracy rest of such provision, and completeness the rest of all data this Agreement, shall, to the full extent consistent with law, continue in full force and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereundereffect. k) Each I. The provisions of the Lead State and Contractor is an independent contractor and neither of them isSection 5, nor shall be considered to be6, nor shall purport to act as9, the other’s agent10, partner12, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity13, and (ii) develop for itself, 14 shall survive any termination or for others, materials or processes including those that may be similar to those produced as a result expiration of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20this Agreement. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

General Provisions. ‌(a) This Agreement shall be binding and deemed effective when executed by Pledgor and accepted and executed by Lender. a(b) This Agreement shall bind and inure to the benefit of the respective successors and assigns of Pledgor and Lender; provided, however, that Pledgor may not assign this Agreement or any rights hereunder without Lender's prior written consent and any prohibited assignment shall be absolutely void. No consent to an assignment by Lender shall release Pledgor from its obligations to Lender hereunder. Lender may assign its rights and duties hereunder. Lender reserves the right to sell, assign, transfer, negotiate, or grant participations in all or any part of, or any interest in rights and benefits hereunder. In connection therewith, Lender may disclose all documents and information which Lender now or hereafter may have relating to Pledgor or Pledgor's business. (c) Section headings and document titles used in this Contract are included numbers have been set forth herein for convenience only only. Unless the contrary is compelled by the context, everything contained in each Section hereof applies equally to this entire Agreement. (d) Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against Lender or Pledgor, whether under any rule of construction or otherwise, by virtue of such party's having prepared the same. On the contrary, this Agreement has been reviewed by each of the parties and their counsel and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of all parties hereto. (e) Each provision of this Agreement shall be severable from every other provision of this Agreement for the purpose of determining the legal enforceability of any specific provision. (f) This Agreement cannot be used changed or terminated orally. All prior agreements, understandings, representations, warranties, and negotiations, if any, are merged into this Agreement and the other documents and written agreements entered into in any substantive interpretation of this Contractconnection herewith and therewith. b) If any term or condition of this Contract is decided by a proper authority to be invalid, the remaining provisions of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. c) The failure at any time by either party to this Contract to require Performance by the other party of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver of the right or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractor. (g) Contractor represents and warrants that it shall notTHE PARTIES HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, without prior written consent from the Lead State orDEMAND, if applicableACTION OR CAUSE OF ACTION (1) ARISING UNDER THIS AGREEMENT, Participating EntityANY OF THE LOAN DOCUMENTS OR ANY OTHER INSTRUMENT, make any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permissionDOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, the Contractor may only name the Lead StateOR (2) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT, Participating Entities and Purchasing Entities as a specific citation within proposals it submitsTHE LOAN DOCUMENTS, OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND THE PARTIES HEREBY AGREE AND CONSENT THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

General Provisions. ‌ a) Section headings These terms and document titles used conditions supersede all other communications, negotiations and prior oral or written statements regarding the subject matter of these terms and conditions. No change, modification, rescission, discharge, abandonment, or waiver of these terms and conditions shall be binding upon Seller unless made in this Contract are included for convenience only writing and signed on its behalf by its duly authorized representative of Seller. No conditions, usage or trade, course of dealing or performance, understanding or agreement purporting to modify, vary, explain, or supplement these terms and conditions shall not be used binding unless hereafter made in any substantive interpretation of this Contract. b) If any term or condition of this Contract is decided writing and signed by a proper authority the party to be invalid, the remaining provisions of the Contract bound. No modification or additional terms shall be unimpaired applicable to this agreement by Seller's receipt, acknowledgement or acceptance of Buyer's purchase orders, shipping instruction forms, or other documentation containing terms at variance with or in addition to those set forth herein. Any such modifications or additional terms are specifically rejected and the invalid provision deemed a material alteration hereof. If this document shall be replaced deemed an acceptance of a prior offer by a provision which comes closest Buyer, such acceptance is expressly conditional upon Buyer’s assent to the intention underlying the invalid provisionany additional or different terms set forth herein. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. c) The failure at any time No waiver by either party with respect to this Contract to require Performance by the other party any breach or default or of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy remedy, and no course of dealing, shall not be deemed to constitute a continuing waiver of the any other breach or default or of any other right or remedy itselfremedy, unless such a waiver is be expressed in writing and signed by a duly authorized representative the party to be bound. All typographical or clerical errors made by Seller in any quotation, acknowledgment or publication are subject to correction. The validity, performance, and all other matters relating to the interpretation and effect of this agreement shall be governed by the laws of the waiving party. d) In any case where the consent or approval State of Florida, USA without regard to its conflict of law principles. No action, regardless of form, arising out of transactions relating to this contract may be brought by either party is required to be obtained under this Contractmore than two (2) years after the cause of action has accrued. Further, such consent or approval the United Nations Convention on Contracts for the International Sale of Goods shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractor. g) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract agreement or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the mediaany transactions relating thereto. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

General Provisions. ‌ a) Section headings and document titles used in Subscriber may not assign or transfer this Contract are included for convenience only and shall not be used in any substantive interpretation of this Contract. b) If any term Agreement or condition of this Contract is decided by a proper authority to be invalid, the remaining provisions of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. c) The failure at any time by either party to this Contract to require Performance by the other party of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver of the right or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title licenses granted hereunder without the prior written consent of Contractor. g) Contractor represents and warrants that it Neo4j; any attempt to do so shall notbe void. Notwithstanding the foregoing, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference either Party may assign this Agreement in its entirety to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel any of the Purchasing Entityits Affiliates; (ii) providing experienced and qualified personnel a successor in interest to perform their assigned tasks and duties in a competent and timely fashionsuch Party by way of merger or consolidation; or (iii) providing a stablepurchaser of all or substantially all the assets of such Party. This Agreement shall be binding on and inure to the benefit of the successors and permitted assigns of the Parties. Any notice, fully functional system infrastructure environment which report, approval or consent required or permitted hereunder shall be in writing. No failure or delay in exercising any right hereunder will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor operate as a waiver thereof, nor will any partial exercise of any issuesright or power hereunder preclude further exercise. If any provision of this Agreement be adjudged by a court of competent jurisdiction to be invalid or unenforceable, concerns that provision shall be limited or disputes with respect eliminated to the services provided by Contractor hereunderminimum extent necessary so that this Agreement shall otherwise remain in full force and effect. The Contractor Agreement shall not be responsible for, among other things, governed by the performance laws of the Purchasing Entity’s personnel and agentsState of California, excluding its conflicts of law rules, and the accuracy Parties’ consent to exclusive jurisdiction and completeness venue in the state and federal courts located in San Francisco, California, without regard to the United Nations Convention on the International Sale of Goods. Any waivers or amendments shall be effective only if made in writing and signed by both Parties. The Parties are independent contractors and nothing herein shall be construed to create any agency, partnership or other form of joint enterprise between the Parties. Subscriber agrees to comply with all data U.S. and information provided foreign export control laws and regulations applicable to Contractor by the Purchasing Entity for purposes Software. Subscriber agrees, represents, and warrants it will not download and/or use the Software and/or Documentation and the underlying technology if it is in (or a national or resident of) any country to which the U.S. has embargoed goods or is on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. This Agreement (including any Order Forms or SOWs) is the complete and exclusive statement of the performance mutual understanding of the services hereunderParties and supersedes all previous written or oral agreements or communication relating to the subject matter of this Agreement. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

General Provisions. ‌ a) Section headings 1. No other agreements or representations, unless specifically set forth in the Contract, shall be binding upon any of the parties. This Contract sets forth the full and document titles used in complete understanding of the parties hereto. No amendment, modification or supplement to this Contract are included shall be binding unless in writing and duly executed and delivered by each of the parties hereto to the other party. Nothing herein shall be construed as constituting a partnership or joint venture between Buyer and Seller. Seller has not employed or retained any broker or agent in connection with this Contract or any transaction contemplated by this Contract, other than N/A (“Seller’s Broker”). Buyer has not employed or retained any broker or agent in connection with this Contract or any transaction contemplated by this Contract, other than N/A (“Buyer’s Broker”). Seller shall be responsible for convenience only payment of any commission or fee due to Seller’s Broker in connection with this Contract or any transaction contemplated by this Contract. Buyer shall be responsible for payment of any commission or fee due to Buyer’s Broker in connection with this Contract or any transaction contemplated by this Contract. Buyer agrees to indemnify, defend and shall not be used hold harmless Seller from and against any claims made by brokers or agents other than Buyer’s Broker claiming to have dealt with or on behalf of Buyer in connection with this Contract or any substantive interpretation of transaction contemplated by this Contract. b2. Buyer acknowledges and agrees that Seller has not made and hereby specifically disclaims any warranty, guaranty, or representation, oral or written, past, present, or future, of as to, or concerning (i) If the nature, square footage, condition, value, or quality of the geology, the presence of environmental hazards and the suitability of any term of the Property, or any improvements located thereon, for any and all activities and uses which Buyer may elect to conduct thereon, (ii) the manner, construction, condition, quality, the state of repair or lack of repair of any of the Property, (iii) the nature and extent of any right of way, lease, possession, lien, encumbrance, license, reservation, condition, or otherwise (iv) the compliance of the Property or its operation with any laws, rules, ordinances, or regulations of any government or other body, and, (v) the income to be derived from the Property, Buyer hereby expressly acknowledges and agrees that Buyer has thoroughly inspected and examined the Property to the extent deemed necessary by the Buyer in order to enable Buyer to evaluate the purchase of the Property. Buyer hereby further acknowledges and agrees that Buyer is relying solely upon the inspection, examination, and evaluation of the Property by Buyer and that Buyer is purchasing the Property on an "AS IS, WHERE IS" and "WITH ALL FAULTS" basis and not on any information provided or to be provided by Seller. Buyer acknowledges that it has sufficient information regarding the property is relying on its own experts and not Seller or any information provided by Seller, if any, and is not looking, to Seller for any additional information with respect to condition of this Contract is decided by a proper authority to be invalidproperty. Buyer expressly acknowledges that, the remaining provisions in consideration of the Contract shall be unimpaired agreements of Seller herein, Seller makes no warranty of representation expressed or implied, or arising by operation of law, including, but in no way limited to any warranty of condition, habitability, merchantability, or fitness for a particular purpose except as otherwise specified herein. It is further agreed that Seller has not warranted, and does not hereby warrant the invalid provision shall be replaced by a provision which comes closest to Property or any improvements located thereon now or in the intention underlying the invalid provision. Contractor shall future will meet or comply with the statutesrequirements of any safety code or regulation of the state, regulationscity, Executive Orders or county in which the Property is located, or any other authority or jurisdiction. 3. If the Property was built prior to 1978, the Property may contain lead-based paint or other sources of lead. Exposure to lead-based paint or other sources may place young children at risk of developing lead poisoning. Lead poisoning in young children may produce permanent neurological damage, including learning disabilities, reduced intelligence quotient, behavior problems and policies incorporated into this Contract impaired memory. Lead poisoning also poses a particular risk to pregnant woman. Buyer agrees that it is purchasing the Property "as-is" without any representations or warranties whatsoever as to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. c) The failure at any time by either party to this Contract to require Performance by the other party of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver condition of the right Property. Buyer further agrees that the Seller has no responsibility or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instanceliability for, and shall not be deemed to be a consent toBuyer hereby unconditionally releases Seller from, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractor. g) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents liability, both known and unknown, present or future, that is based upon or related to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance existence of lead or lead-based paint on or about the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those Property. Buyer acknowledges that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amendedinformed by Seller of possible health hazards posed by exposure to lead from lead-based paint or other sources on or about the Property. Buyer further acknowledges that Buyer has waived the opportunity to conduct a risk assessment for the presence of lead-based paint hazards on the Property. Finally, replaced Buyer releases Seller from any and all claims respecting the property and the sale of the property. Buyer waives application of Civil Code Section 1542 which states the following: A general release does not extend to claims which the creditor does not know or superseded at any time. Notwithstanding any language suspect to exist in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor 4. Buyer agrees to indemnify and hold harmless Seller and its executionofficers, employees and agents, from and against any and all losses, claims, demands, liabilities, costs, damages and expenses (including attorneys fees and costs) that Seller may incur arising from the Buyer's actions or failure to act on, respond to or comply with any local, state or federal law, rule or ordinance affecting the Property including, but not limited to, building code requirements, nuisance claims or abatements thereof, condemnation proceedings, lien enforcement actions, and the like. Further, Buyer acknowledges that the Property may be subject to proceedings in law or equity to xxxxx, correct, or otherwise comply with local, state or federal requirements regarding the Property and that this indemnity shall also apply in such instances.

General Provisions. ‌ This Agreement is performable in San Antonio, Bexar County, Texas, and is governed by the laws of the State of Texas. Exclusive venue for all actions under this Agreement shall be in the state courts of the State of Texas, Bexar County, Texas. Notwithstanding anything herein, the Disclosing Party shall have the right to seek preliminary relief on any equitable claim in any court of competent jurisdiction, where such judgment is necessary to preserve its property and/or proprietary rights under this Agreement. The Receiving Party agrees that the breach of the provisions of this Agreement by the Receiving Party may cause the Disclosing Party irreparable damage for which recovery of money damages would be inadequate. The Disclosing Party will, therefore, be entitled to seek timely injunctive relief to protect the Disclosing Party’s rights under this Agreement in addition to any and all remedies available at law. If the Receiving Party is requested or required (e.g., by deposition, interrogatory, request for documents, subpoena, civil investigative demand, open records request, or similar process) to disclose any of the Confidential Information, then unless otherwise expressly prohibited or restricted from doing so by applicable law, rule, regulation, or other legal mandate, the Receiving Party will notify the Disclosing Party promptly in writing so that the Disclosing Party may seek any appropriate protective order and/or take any other action. In any event that the Receiving Party is legally compelled or obligated to disclose any of the Confidential Information, such Confidential Information may be disclosed to a tribunal or other person who or which is making or enforcing such request. Any notice provided for or permitted under this Agreement will be treated as having been given when (a) Section headings and document titles used delivered personally, (b) sent by confirmed telecopy, (c) sent by commercial overnight courier with written verification of receipt, or (d) mailed postage prepaid by certified or registered mail, return receipt requested, to the Party to be notified, at the address set forth below, or at such other place of which the other Party has been notified in this Contract are included for convenience only and shall not be used in any substantive interpretation accordance with the provisions of this Contract. b) section. Such notice will be treated as having been received upon the earlier of actual receipt or five days after posting. CPS Energy Attn: General Counsel X.X. Xxx 0000 Xxx Xxxxxxx, Xxxxx 00000 [Name] Attn: ______________ [address1] [address 2] This Agreement may be amended or supplemented only by a writing that is signed by duly authorized representatives of both parties. No term or provision hereof will be considered waived by either Party, and no breach excused by either Party, unless such waiver or consent is in writing signed on behalf of the Party against whom the waiver is asserted. No consent by either Party to, or waiver of, a breach by either Party, whether express or implied, will constitute consent to, waiver of, or excuse of any other, different, or subsequent breach by either Party. If any term or condition provision of this Contract Agreement is decided by a proper authority held to be invalidillegal or unenforceable, the remaining provisions validity or enforceability of the Contract remainder of this Agreement will not be affected. Nothing contained in this Agreement or in any discussions undertaken or disclosures made pursuant hereto shall (a) be unimpaired and the invalid provision shall be replaced by deemed a provision which comes closest commitment to the intention underlying the invalid provision. Contractor shall comply engage in any business relationship, contract or future dealing with the statutesother Party, regulationsor (b) limit either Party’s right to conduct similar discussions or perform similar work to that undertaken pursuant hereto, Executive Orders and policies incorporated into so long as said discussions or work do not violate this Contract to Agreement. This Agreement constitutes the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. c) The failure at any time by either party entire Agreement between the Parties relating to this Contract to require Performance by the other party of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce subject matter and supersedes all prior or pursue a right or remedy shall not constitute a waiver of the right or remedy itselfsimultaneous representations, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contractdiscussions, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instancenegotiations, and Agreements, whether written or oral. A signed copy of this Agreement delivered by email or facsimile shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction have the same legal effect as delivery by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession mail of any Deliverable to which Contractor retains title without the prior written consent of Contractor. g) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination original signed copy of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the mediaAgreement. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

General Provisions. ‌ (a) Section headings This Agreement constitutes the complete, final and exclusive embodiment of the entire agreement between Company and Executive with regard to the payments and benefits described herein, and it 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 the Prior Agreement, any letter agreements issued regarding the Prior Agreement, and the provisions of Executive’s Offer Letter concerning severance benefits or change of control benefits); provided, however, that nothing herein shall affect any plan document titles used 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 is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it 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. (b) Whenever possible, each provision of this Contract are included for convenience only and Agreement will be interpreted in such a manner as to be effective under applicable law. The invalidity or unenforceability of any provision of this Agreement shall not be used in affect the validity or enforceability of any substantive interpretation other provision of this Contract. b) If any term Agreement. Any invalid or condition of this Contract is decided by a proper authority to be invalid, the remaining provisions of the Contract shall be unimpaired and the invalid unenforceable provision shall be replaced by modified so as to be rendered valid and enforceable in a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply manner consistent with the statutes, regulations, Executive Orders and policies incorporated into this Contract to intent of the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contractparties insofar as possible. (c) The Executive’s or the Company’s failure at any time by either party to this Contract to require Performance by the other party of insist upon strict compliance with any provision hereof shall not affect in of this Agreement or the failure to assert any way right Executive or the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver of the right or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and Company may have hereunder shall not be deemed to be a consent to, waiver of such provision or approval of, right or any subsequent like act other provision or inaction by either partyright of this Agreement. (d) This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. Facsimile signatures shall be deemed as effective as originals. (e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may This Agreement is intended to bind and inure to the benefit of and be otherwise provided for in this Contractenforceable by Executive, the Purchasing Entity shall Company and their respective successors, assigns, heirs, executives and administrators, except that Executive may not assign, mortgage, alter, relocate or give up possession assign any of Executive’s duties hereunder and Executive may not assign any Deliverable to which Contractor retains title of Executive’s rights hereunder without the prior written consent of Contractorthe Company. This Agreement shall be interpreted and enforced in accordance with the laws of the State of California. g(f) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State Any ambiguity in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor Agreement shall not be responsible for, among other things, construed against either party as the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunderdrafter. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

General Provisions. ‌ a) Section headings and document titles used in this Contract are included for convenience only and A. This Agreement shall not be used construed to restrict or limit the use, dissemination, or disposition by the Designator of its own information that it designates as “Confidential” or “Confidential Attorney Eyes Only.” B. Nothing contained in this Agreement shall restrict or limit any substantive interpretation Party’s right to present Confidential or Confidential Attorney Eyes Only Material to a court during a trial or other hearing in the Action, and the Parties shall take reasonable steps to maintain the confidentiality of this Contractsuch information at a hearing or at trial in such manner as the Court may direct. The use of Confidential or Confidential Attorney Eyes Only Material at trial shall be governed by the pretrial order. b) C. If any term court or condition governmental agency subpoenas or orders the production of this Contract is decided any Material designated hereunder as “Confidential” or “Confidential Attorney Eyes Only,” the Party receiving such subpoena or order shall, within five (5) business days of the receipt of such request and not less than five (5) days prior to the production of any such Material, notify the Designator of such subpoena or order. D. This Agreement shall not apply to information or tangible items obtained by means independent of production by a proper authority Party or Non-Party through discovery or other proceedings in the Action. The restrictions set forth in this Agreement shall not apply to be invalidinformation or tangible items which at or prior to disclosure in this Action are or were within public knowledge, or which the remaining provisions Designator subsequently released into the public arena. E. Neither this Agreement, production or disclosure of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance Material under this Contract. c) The Agreement, nor designation or failure at any time by either party to designate Material under this Contract to require Performance by the other party of any provision hereof Agreement, shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver of the right of the Designator to maintain the confidentiality of that Material in other contexts. F. The inadvertent production of any Material that would be protected from disclosure pursuant to the attorney-client privilege, the work product doctrine or remedy itself, unless such any other relevant privilege or doctrine shall not itself constitute a waiver is expressed in writing and signed by a duly authorized representative of the waiving partyapplicable privilege or doctrine. Inadvertent production of privileged Material includes the mistaken production of privileged Material that has been reviewed by the disclosing Party or Non-Party’s attorneys prior to production. Upon receipt of notice of an inadvertent production, the Receiving Party shall return or destroy the Material subject to a claimed privilege and any copies of it, including deletion of any versions of the privileged materials on any database the Receiving Party maintains. The Receiving Party shall also take reasonable steps to retrieve the information if it has been further disclosed, and make no use of the information contained in the privileged materials. If the Receiving Party contests the claim of privilege, it shall notify the Producing Party in writing. Within twenty-one (21) days after it reasonably appears that good faith efforts to resolve the dispute have failed, the Producing Party may apply to the Court for an order that such materials are protected from disclosure by privilege. In opposing any such application, the Receiving Party may not, however, assert as a ground for such opposition the fact or circumstances of the inadvertent production. Any claimed privileged Material sequestered pending determination by the Court as to whether it is privileged must not be used or disclosed until the privilege issue is resolved, and thereafter shall be treated in accordance with the Court’s determination of the issue. d) In any case where G. This Agreement may be modified or amended by agreement of the consent or Parties hereto with the approval of either party is required the Court. To the extent that the Parties fail to be obtained under this Contractagree on a modification proposed by any Party, such consent or approval nothing contained herein shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and shall not be deemed to be preclude any Party from moving the Court, for good cause shown, for a consent to, or approval of, ruling that modifies this Agreement in any subsequent like act or inaction by either partyrespect. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for H. Nothing in this Contract, the Purchasing Entity Agreement shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractor. g) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to prevent any person or entity, and (ii) develop for itself, or for others, materials or processes including from seeking at any time to impose additional restrictions beyond those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its executionAgreement.

General Provisions. ‌ a) Section headings and document titles used The failure of Seller or Buyer at any time to require performance by the other Party of any provision hereof shall in this Contract are included for convenience only and no way affect the right of a Party to request any performance which may be due thereafter pursuant to such provision, nor shall not the waiver by Seller or Buyer of any breach of any provision of the Agreement be used in taken or held to be a waiver of any substantive interpretation subsequent breach of this Contractsuch provision. b) If The Agreement and all information obtained by one Party from the other Party shall be treated as confidential; provided, however, that if a Party is required to disclose any term such information by any court or condition legislative or administrative body (including without limitation: by oral question, interrogatory, request for production, subpoena, civil investigation demand or by the U.S. Securities and Exchange Commission) or by governmental law or regulation (expressly including the U.S. Securities Exchange Act of this Contract is decided by a proper authority to be invalid1934, as amended, and the rules and regulations promulgated thereunder), the remaining provisions of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutesParty shall, regulations, Executive Orders and policies incorporated into this Contract to the extent that not prohibited by applicable law, provide the other Party with prompt notice of such statutesrequirement. Seller shall have the right to disclose any relevant operational details related to the Agreement to its Xxxxxxxxx equity partner(s) including, regulationsbut not limited to, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contractplanned or unplanned shutdowns of NuStar’s Refinery system. c) The failure at any time by either party to this Contract to require Performance by headings appearing in the other party of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver of the right or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving partyAgreement are for convenience only. d) In any case where Any modification of and addition to the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval Agreement shall be valid unless made in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either partyboth Parties. e) The Purchasing Entity shall not remove Each Party hereto agrees to comply with all laws, rules, regulations, ordinances, and requirements of federal, state, and local governmental or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverableregulatory bodies that are applicable to this Agreement and to the performance of such Party’s obligations hereunder. f) Except as may be otherwise provided for in this ContractThis contract contains the entire agreement between the Parties with respect to the subject matter hereof and all proposals, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractornegotiations and representations with reference thereto are merged herein. g) Contractor represents and warrants that it If any provision of this Agreement shall notbe found to be illegal, without prior written consent from the Lead State orinvalid or unenforceable by any court or administrative body of competent jurisdiction, if applicablethen such provision shall, Participating Entityas to such jurisdiction, make any reference be ineffective to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services extent of such an employee of illegality, prohibition, or unenforceability without invalidating the other party to this Contract during its Term remaining provisions hereof which shall remain in force and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agentseffect, and the accuracy finding of any such illegality, prohibition, or unenforceability shall not invalidate or render unenforceable such provision in any other jurisdiction. The Parties agree, in the circumstances referred to in this Clause, to negotiate in good faith to agree on a legal, valid and completeness of all data and information provided enforceable provision to Contractor substitute for any illegal, invalid or unenforceable provision which achieves to the greatest extent possible the same effect as would have been achieved by the Purchasing Entity for purposes of the performance of the services hereunderillegal, invalid or unenforceable provision. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

General Provisions. ‌ a) Section headings and document titles used 13.01 Neither Party may waive or release any of its rights or interests in this Contract are included for convenience only and shall not be used Agreement except in any substantive interpretation writing. The failure of this Contract. b) If CDI to assert a right hereunder or to insist upon compliance with any term or condition of this Contract is decided by a proper authority to be invalid, the remaining provisions of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. c) The failure at any time by either party to this Contract to require Performance by the other party of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy Agreement shall not constitute a waiver of that right by CDI or excuse a similar subsequent failure to perform any such term or condition by Licensee. 13.02 This Agreement constitutes the right entire agreement between the Parties relating to the subject matter of the Licensed Patent Rights, and all prior negotiations, representations, agreements, and understandings related to the subject matter of this Agreement are merged into, extinguished by, and completely expressed by this Agreement. 13.03 The provisions of this Agreement are severable, and in the event that any provision of this Agreement shall be determined to be invalid or remedy itselfunenforceable under any controlling body of law such determination shall not in any way affect the validity or enforceability of the remaining provisions of this Agreement. 13.04 If either Party desires a modification to this Agreement, the Parties shall, upon reasonable notice of the proposed modification by the Party desiring the change, confer in good faith to determine the desirability of such modification. No modification will be effective unless and until a written amendment is signed by the duly authorized signatories of the Parties to this Agreement. 13.05 The construction, validity, performance, and effect of this Agreement shall be governed by the Laws of the State of Wisconsin and the United States. 13.06 All notices required or permitted by this Agreement shall be given by prepaid, first class, registered or certified mail, or express courier, properly addressed to the other Party at the address designated on the following Signature Page, or to such a waiver is expressed other address as may be designated in writing by such other Party, and signed by a duly authorized representative shall be effective as of the waiving partydate of the postmark of such notice. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval 13.07 This Agreement shall not be unreasonably withheld assigned by Licensee. 13.08 Licensee agrees to xxxx the Licensed Product and Services or delayedtheir packaging sold in the United States with all applicable U.S. patent numbers and similarly to indicate "Patent Pending" status. No such consent or approval shall be valid unless in writing All Licensed Product and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instanceServices manufactured in, and shall not be deemed to be a consent shipped to, or approval of, any subsequent like act or inaction by either partysold in other countries shall be marked in such a manner as to preserve CDI patent rights in such countries. e) The Purchasing Entity 13.09 By entering into this Agreement, CDI does not directly or indirectly endorse any product or service provided, or to be provided, by Licensee whether directly or indirectly related to this Agreement. Licensee shall not remove state or destroy imply that this Agreement is an endorsement by CDI or their employees in any proprietary markings advertising, promotional, or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title sales literature without the prior written consent of ContractorCDI. g) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

General Provisions. ‌ a) Section headings and document titles used in this Contract are included for convenience only and shall not be used in any substantive interpretation of this Contract. b) If any term or condition of this Contract is decided by a proper authority to be invalid, the remaining provisions of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. c) The failure at any time by either party to this Contract to require Performance performance by the other party of any provision hereof shall not affect in any way the full right to require such Performance performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver of the right or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity Department shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity Department shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractor. g) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating EntityState, make any reference to the Purchasing Entity Department or the State in any of Contractor's advertising or news releases. Without such permission, the The Contractor may only use the State’s and/or the Department’s name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

General Provisions. ‌The following general provisions apply to this Lease: (a) Section headings and document titles used The Lessor is not for any purpose a partner or joint venture participant of the Lessee in this Contract are included for convenience only and shall not be used the development or operation of the Premises or in any substantive interpretation business conducted on the Premises. Under no circumstances will the Lessor be responsible or obligated for any losses or liabilities of this Contractthe Lessee. The Lessee may not publicize, or otherwise circulate, promotional or other material of any nature that states or implies endorsement of the Lessee or its services or products by the Lessor or any other governmental agency. (b) If any term or condition of this Contract This Lease is decided by a proper authority to be invalid, the remaining provisions of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. c) The failure at any time by either party to this Contract to require Performance by the other party of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver of the right or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instanceintended to, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractor. g) Contractor represents and warrants that it shall does not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to confer upon any person or entity, other than the parties hereto, any right or interest, including any third party beneficiary status or any right to enforce any provision of this Lease. (c) This Lease provides no right of renewal or extension to the Lessee, nor does it provide the Lessee with the right to award of a new lease upon termination or expiration of this Lease. No rights will be acquired by virtue of this Lease entitling the Lessee to claim benefits under the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, Public Law 91-646. (iid) develop The Lessee warrants that no person or selling agency has been employed or retained to solicit or secure this Lease upon an agreement or understanding for itselfa commission, percentage, brokerage, or contingent fee. For breach or violation of this warranty, the Lessor will have the right to immediately terminate this Lease for othersdefault. (e) If one or more provisions of this Lease are held to be invalid for any reason, materials or processes including those such invalidity will not affect any other provision of this Lease, and this Lease will be construed as if the invalid provisions had not been contained in this Lease. (f) All exhibits that may be similar referenced in this Lease are hereby attached to those produced as a result and incorporated in this Lease. (g) Time is of the services hereunderessence to this Lease and all of its terms and conditions. (h) The laws of the United States govern the validity, provided construction, and effect of this Lease. (i) This Lease constitutes the entire agreement between the Lessor and the Lessee with respect to its subject matter and supersedes all prior offers and negotiations, oral or written. This Lease may not be amended or modified except by a written instrument executed by the Lessor and the Lessee. (j) The voluntary sale or other surrender of this Lease by the Lessee to the Lessor, or a mutual cancellation, or the termination by the Lessor pursuant to any provision of this Lease, will not work a merger, but, at the option of the Lessor, may either terminate any or all existing Subleases hereunder or operate as an Assignment to the Lessor of any or all Subleases. (k) If more than one lessee is named in this Lease, each lessee is jointly and severally liable for performance of the obligations of this Lease. (l) Any and all remedies available to the Lessor for the enforcement of the provisions of this Lease are cumulative and are not exclusive, and the Lessor may pursue either the rights enumerated in this Lease or remedies authorized by law, or both. The Lessee will be liable for any costs or expenses incurred by the Lessor in enforcing any term of this Lease, or in pursuing legal action for the enforcement of the Lessor’s rights, including court costs. (m) The Lessee may not construct new buildings or structures on the Premises, except that, Contractor complies with its obligations the prior written approval of confidentiality set forth in Sections 16the Lessor, 19 and 20the Lessee may construct minor additions, buildings, or structures determined by the Lessor to be necessary for support of the uses authorized by this Lease. m(n) All references Nothing contained in this Contract Lease binds the Lessor to expend, in any fiscal year, any sum in excess of the appropriation made by Congress for that fiscal year or administratively allocated for the subject matter of this Lease, or to involve the Lessor in any contract or other obligation for the future expenditure of money in excess of such appropriations. Moreover, nothing in this Lease prevents the cancellation of this Lease by the Lessor in the exercise of its sovereign authority, subject to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as constraints imposed on it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its executionby Applicable Laws.

General Provisions. ‌ a) Section headings and document titles used 14.01 Neither party may waive or release any of its rights or interests in this Contract are included for convenience only and shall not be used Agreement except in any substantive interpretation writing. The failure of this Contract. b) If OHSU to assert a right hereunder or to insist upon compliance with any term or condition of this Contract is decided by a proper authority to be invalid, the remaining provisions of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. c) The failure at any time by either party to this Contract to require Performance by the other party of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy Agreement shall not constitute a waiver of that right by OHSU or excuse a similar subsequent failure to perform any such term or condition by Licensee. 14.02 This Agreement constitutes the right entire agreement between the parties relating to the subject matter of the Licensed Patent Rights, and all prior negotiations, representations, agreements, and understandings are merged into, extinguished by, and completely expressed by this Agreement. 14.03 The provisions of this Agreement are severable, and in the event that any provision of this Agreement shall be determined to be invalid or remedy itselfunenforceable under any controlling body of law, unless such determination shall not in any way affect the validity or enforceability of the remaining provisions of this Agreement. 14.04 If either party desires a waiver modification to this Agreement, the parties shall, upon reasonable notice of the proposed modification by the party desiring the change, confer in good faith to determine the desirability of such Modification. No modification will be effective until a written amendment is expressed signed by the signatories to this Agreement or their designees. 14.05 The construction, validity, performance, and effect of this Agreement shall be governed by the laws of the State of Oregon. 14.06 All notices required or permitted by this Agreement shall be given by prepaid, first class, registered or certified mail properly addressed to the other party at the address designated on the following Signature Page, or to such other address as may be designated in writing by such other party, and signed by a duly authorized representative shall be effective as of the waiving partydate of the postmark of such notice. d14.07 This Agreement shall not be assigned by Licensee except a) with the prior written consent of OHSU, such consent not to be unreasonably withheld, and to be deemed given if Licensee requests OHSU’s consent and OHSU does not respond to Licensee’s request within sixty (60) days of said request; or b) as part of a sale or transfer of substantially the entire business of Licensee relating to operations which concern this Agreement. Licensee, shall notify OHSU within ten (10) days of any assignment of this Agreement by Licensee. 14.08 Licensee agrees in its use of any OHSU-supplied materials to comply with all applicable statutes, regulations, and guidelines. 14.09 In connection with this Agreement, the parties may provide to each other certain confidential information (“Confidential Information”). Each party agree to take customary steps to protect Confidential Information of the other party, including according such information the same policies and procedures applicable to its own confidential business information. Confidential Information will be disclosed to agents, employees, and sublicensees of Licensee only on a “need-to-know” basis and only after such persons or companies have been informed of and obligated to maintain confidentiality. Each party will use the Confidential Information of the other only in connection with exercising its rights under this Agreement. Confidential Information will not include information which is now or becomes part of the public domain through no fault of the receiving party, was already known by the receiving party at the time of disclosure by the disclosing party, was independently developed by the receiving party without use of Confidential Information of the other party, was obtained from a third party not under any case where the consent confidentiality obligation with respect to such information, or approval of either party is was required to be obtained under this Contractdisclosed by law, including the Oregon Public Records Law. 14.10 Licensee acknowledges that it is subject to and agrees to abide by the United States laws and regulations (including the Export Administration Act of 1979 and Arms Export Control Act) controlling the export of technical data, computer software, laboratory prototypes, biological material, and other commodities. The transfer of such consent items may require a license from the cognizant agency of the Government or approval written assurances by Licensee that it shall not be unreasonably withheld export such items to certain foreign countries without prior approval of such agency. OHSU neither represents that a license is or delayed. No such consent is not required or approval that, if required, it shall be valid unless issued. 14.11 Licensee agrees to xxxx the Licensed Products or products requiring the use of Licensed Processes or their packaging sold in writing the United States with all applicable U.S. patent numbers and signed by a duly authorized representative similarly to indicate “Patent Pending” status. All Licensed Products or products requiring the use of that party. Such consent or approval shall apply only to the given instanceLicensed Processes manufactured in, and shall not be deemed to be a consent shipped to, or approval of, any subsequent like act or inaction by either partysold in other countries shall be marked in such a manner as to preserve OHSU patent rights in such countries. e) The Purchasing Entity 14.12 By entering into this Agreement, OHSU does not directly or indirectly endorse any product or service provided, or to be provided, by Licensee whether directly or indirectly related to this Agreement. Licensee shall not remove state or destroy any proprietary markings imply that this Agreement is an endorsement by OHSU, or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contractits employees. Additionally, the Purchasing Entity Licensee shall not assignuse the names of OHSU or their employees in any advertising, mortgagepromotional, alter, relocate or give up possession of any Deliverable to which Contractor retains title sales literature without the prior written consent of ContractorOHSU. Either party may issue a press release regarding this Agreement provided that the contents of said press release are mutually agreed to by the parties. g) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make 14.13 The parties agree to attempt to settle amicably any reference to the Purchasing Entity controversy or the State in any of Contractor's advertising claim arising under this Agreement or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination breach of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right Agreement, including use of either party to solicit or recruit generally in the mediamediation. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

General Provisions. ‌(a)Owner Operator, in its operations hereunder, shall secure all permits, licenses and approvals necessary for the accomplishment of the work to be done hereunder and shall comply fully with all applicable laws, rules, orders and regulation of all governments and agencies thereof, whether federal, state or local, and shall furnish Carrier with satisfactory evidence thereof whenever requested to do so. Among other things, Owner Operator shall provide to Federal Motor Carrier Safety Administration certificate showing Owner Operator holds contract authority from such commission covering the commodities and transportation routes to which this agreement relates, and Owner Operator shall give immediate notice to Carrier of any cancellation or modification of such authority. When transporting hazardous wastes, substances to or materials pursuant this agreement, Owner Operator shall comply with all applicable federal, state and local hazardous wastes, substances or materials laws and regulations and shall furnish Carrier with satisfactory evidence thereof whenever requested to do so. a(b) Section headings The Owner Operator hereby agrees to deliver for the Carrier for transportation, not less than the following amount: one shipment of freight of all kinds (FAK) during a period of . The Owner Operator further agrees, subject to availability and document titles used loading tendered for transportation by Carrier. (c) All such cargo shall be transported hereunder in accordance with this Contract agreement and the provisions of Carrier’s tariff’s or service contracts applicable to such cargo. Cargo shall include any containers in which goods are included packed when received by Owner Operator hereunder. (d) This agreement shall not be modified or altered unless in writing, signed by both parties to this agreement. (e)This contract shall terminate all previous contracts between the parties hereto relating to the transportation Freight all kinds (FAK) and shall remain in full force and effect for convenience only the term of this agreement. (f) It is to be clearly understood and it is the intention of the parties hereto that Owner Operator shall employ all persons operating trucks hereunder, that such persons shall be and remain the employees of the Owner Operator, that the Owner Operator shall be an independent contractor of the Carrier and that nothing herein contained shall be construed to be inconsistent with that relation or status. (g) It is further to be clearly understood that where the Owner Operator engages any subcontractor for any portion of the work hereunder, such engagement will not alter the relationship of the Owner Operator to the Carrier as an independent contractor and shall not establish any relationship or obligation between Carrier and any subcontractor. Owner Operator will continue to be used in solely responsible for compliance with or performance for any substantive interpretation of this Contractsubcontractors actually doing such work and will otherwise defend, indemnify and save harmless the Carrier, its agents and servants from any such claims, liabilities, penalties and fines (whether criminal or civil), judgments outlays and expenses (including attorney’s fees). b) If any term or condition of this Contract is decided by a proper authority to be invalid, the remaining provisions of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. c) The failure at any time by either party to this Contract to require Performance by the other party of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver of the right or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractor. g) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. (h) Contractor Owner Operator shall execute defend, indemnify and save harmless the Carrier, its agents and servants from any and all documents liabilities, penalties and fines (whether criminal or to take any actions which may be reasonably necessary to perfect civil), judgments, outlays and expenses (including attorney’s fees) resulting from Owner Operator’s failure or the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractorfailure of Owner Operator’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, employees, subcontractors or representatives to comply with any applicable laws and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes regulations, whether federal, state or local, or property arising out of the performance of this agreement caused by the services hereunderacts, failure to act or negligence of Owner Operator, subcontractors, its agent, employees, or representatives. (i)Owner Operator will assume all liability for and will otherwise defend, indemnify and save harmless the Carrier, its agents or servants from any and all liabilities, penalties and fines (whether criminal or civil). Judgments, outlays and expenses (including attorney’s fees) resulting from any release or discharge of hazardous wastes, substances or materials that occurs during transportation and Owner Operator will assume all responsibility and liability for cleanup of any release or discharge of hazardous wastes, substances or materials that occurs during transportation and will otherwise defend indemnify and save harmless the Shipper, its agents and servants from any and all liabilities, penalties and fines (whether criminal or civil), judgments, outlays and expenses (including attorney fees) resulting from the cleanup of any such release or discharge. (j) Owner Operator will defend, indemnify and save harmless the Carrier, its agents and servants from any and all liabilities, penalties and fines (whether criminal or civil in nature), judgments, outlays and expenses (including attorney’s fees) resulting from the Owner Operator’s failure or the failure of Carrier’s agents, employees, subcontractors or representatives to perform any of the terms, conditions, promises or covenants contained in this contract. (k) Each Carrier shall have full responsibility for all payments, benefits, and rights of whatsoever nature to or on behalf of any of its employees and to ensure that its subcontractor shall have the same responsibility. (l) It is further agreed by the parties hereto that Owner Operator is not to display the name of Carrier upon or about any of the Lead State and Contractor is an independent contractor and neither Owner Operator’s vehicles, without Xxxxxxx’s written consent. (m)Any limitation on or exemption from liability in any tariff, receipt, bill of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturerlading, or representative. l) Contractor may (i) provide any Services other document issued by or on behalf of Owner Operator shall have no legal effect and shall not otherwise apply with respect to any person shipments tendered by or entityon behalf of Carrier unless specifically agreed in writing by the Owner Operator. Any limitations on or exemptions from liability contained in a Owner Operator’s tariff, and (ii) develop for itselfreceipt, bill of lading, or for others, materials or processes including those that may be similar to those produced as other document issued in conjunction with a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, specific shipment moving under this Contract shall always have no legal effect and shall not otherwise be read and interpreted as if it contained the most current and applicable wording and requirements of to such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its executionshipments.

General Provisions. ‌ (a) Section headings The covenants and document titles used agreements set forth in this Contract Licence Agreement are included for convenience only the sole benefit of the Parties hereto and shall their successors and permitted assigns, and a person who is not be used in a Party to this Licence Agreement may not enforce any substantive interpretation of its terms. (b) A waiver (whether express or implied) by one of the Parties of any of the provisions of this Contract. b) If Licence Agreement or of any term breach of or condition of this Contract is decided by a proper authority to be invalid, the remaining provisions of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. c) The failure at any time by either party to this Contract to require Performance default by the other party Party in performing any of those provisions must be in writing executed by a responsible officer of the Party providing the waiver and expressly waiving such provisions or breach or default by reference to this Licence Agreement, and any provision hereof shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy waiver shall not constitute a continuing waiver, and that waiver shall not prevent the waiving Party from subsequently enforcing any of the right provisions of this Licence Agreement not waived or remedy itself, unless such a waiver is expressed in writing and signed from acting on any subsequent breach of or default by a duly authorized representative the other Party under any of the waiving partyprovisions of this Licence Agreement. d(c) In any case where the consent or approval of either party is required Each Party undertakes to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractor. g) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted give full effect to the Purchasing Entity in Section 16this Licence Agreement. i(d) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact Each Party shall pay its costs and expenses incurred by it in connection with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term negotiation and for a period of one year from the Termination execution of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the mediaLicence Agreement. j(e) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunderIt is expressly agreed that for tax, including, legal or all other purposes (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel this Licence Agreement or any portion of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor this Licence Agreement shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entitybe a partnership agreement, and (ii) develop for itselfthe relationship between the two Parties shall not constitute an employee-employer, partnership, Joint venture, agency or for otherssimilar business relationship between the Parties. Neither Celltech nor Amgen shall have the authority to make any statements, materials representations, warranty, guarantee or processes commitments (express or implied) of any kind or to take any action which shall bind the other Party to a Third Party, without the prior consent of the other Party to do so. Each Party shall use its own discretion, shall have complete and authoritative control over its employees and the methods and means by which it performs its activities under this Licence Agreement (including those that the management of permitted subcontractors). (f) This Licence Agreement may be similar to those produced as a result executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20same instrument. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

General Provisions. ‌ a) Section headings and document titles used in this Contract are included for convenience only and shall not be used in any substantive interpretation of this Contract. b) If any term or condition of this Contract is decided by a proper authority to be invalid, the remaining provisions of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. c) The failure at any time by either party to this Contract to require Performance performance by the other party of any provision hereof shall not affect in any way the full right to require such Performance performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver of the right or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Electronic correspondence with an electronic signature will satisfy the requirements of this section. Such consent or approval shall apply only to the given instance, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity Department shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity Department shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractor. g) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating EntityState, make any reference to the Purchasing Entity Department or the State in any of Contractor's advertising or news releases. Without such permission, the The Contractor may only use the State’s and/or the Department’s name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

General Provisions. ‌ a(A) Section headings and document titles used Nothing in this Contract are included for convenience only and Lease shall not be used deemed or construed in any substantive interpretation way as constituting the consent or request of this ContractLandlord, expressed or implied, by inference or otherwise to any contractor, subcontractor, laborer or materials for the performance of any labor or the furnishing of any materials for any specific improvement, alteration or repair of the Premises or any part thereof. b(B) Nothing herein contained shall in any way be considered or construed as creating the legal relation of a partnership or joint venture between Landlord and Tenant, it being expressly understood and agreed by the parties hereto that the relationship between the parties shall be one of Landlord and Tenant. (C) It is further and agreed that the covenants, agreements and conditions shall be binding upon the Landlord and Tenant, as we as their respective, heirs, executors, administrators, successors and permitted assigns. (D) This Lease shall be governed and construed in accordance with the laws of the State of Maryland. (E) If any term covenants or condition agreements of this Contract is decided by a proper authority to be invalid, the remaining provisions of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. c) The failure at any time by either party to this Contract to require Performance by the other party of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver of the right or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractor. g) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity Lease or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services application thereof to any person or entitycircumstances shall be held to be invalid or unenforceable, then, and in each such event, the remainder of this Lease or the application on such covenant or agreement to any other person or any other circumstances shall not be thereby affected, and each covenant and agreement hereof shall remain valid and enforceable to the fullest extent permitted by law. (iiF) develop Upon the request of Landlord, Tenant shall execute and deliver a memorandum of Lease or short form Lease suitable for itselfrecording. In no event shall Tenant record this Lease or any short form Lease without Landlord’s written consent, such consent to be withheld, conditioned or for othersdelayed in Landlord’s sole and absolute discretion. (G) In the event that any mortgage providing financing on the Premises requires, materials or processes including those that may be similar to those produced as a result condition of such financing, that modifications to the services Lease be Obtained, and provided that such modifications (1) Do not increase the Rent and other sums due hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.or

General Provisions. ‌ a) Section headings 16.1 USC will function solely as an independent contractor under this Agreement and document titles used not as an agent, servant, employee, associate, joint venturer or partner of Sponsor, and nothing in this Contract are included for convenience only and Agreement shall be deemed or construed to create the relationship of partnership or joint venture. 16.2 This Agreement shall not be used create any rights or confer a benefit in favor of any substantive interpretation of this Contract. b) If any term person or condition of this Contract is decided by entity not a proper authority to be invalid, the remaining provisions of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. c) The failure at any time by either party to this Contract to require Performance by Agreement. This Agreement, and all rights and obligations hereunder, shall be binding on the parties hereto and their respective heirs, successors, licensees and permitted assigns. 16.3 In the event of a dispute between the parties, the aggrieved party shall notify the other party and provide a detailed description of the alleged problem. The parties agree to use reasonable efforts to resolve such dispute by good faith negotiations and mutual agreement. In the event such informal resolution is not successful within a reasonable period of time, the parties hereby agree to submit any provision hereof claim or dispute arising out of or relating to the terms of this Agreement to private and confidential arbitration by a single neutral arbitrator in Los Angeles, California. Subject to the terms of this paragraph, the Arbitration Rules of JAMS shall not affect govern the arbitration proceedings. The arbitrator shall be appointed by agreement of the Parties hereto or, if no agreement can be reached, by JAMS pursuant to its Rules. The decision of the arbitrator shall be final and binding on all Parties to this Agreement, and judgment thereon may be entered in any way the full right to require such Performance at any time thereaftercourt of competent jurisdiction. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver costs of the right arbitration proceeding, including all attorneys’ fees, shall be paid by the Party against whom the arbitrator rules. This arbitration procedure is intended to be the sole and exclusive method of resolving any claim arising out of or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving partyrelating to this Agreement. d) In any case where the consent 16.4 Neither party may assign, transfer or approval of either party is required to be obtained encumber its rights or obligations under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title Agreement without the prior written consent of Contractor. g) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party hereto. Subject to the foregoing, this Contract during its Term Agreement shall be binding on and for a period inure to the benefit of one year from the Termination of this Contract parties’ respective successors and assigns. 16.5 No failure or such longer period as may be required delay by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit hereto in exercising any right, power or recruit generally in the media. j) The Purchasing Entity privilege hereunder shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in operate as a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them iswaiver thereof, nor shall be considered to beany single or partial exercise thereof preclude any other or future exercise of any right, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, power or representativeprivilege. l) Contractor may (i) provide any Services 16.6 Any notices given under this Agreement shall be in writing and delivered to any person the following addresses by return receipt mail, postage prepaid; by overnight courier service; or entityby facsimile transmission. Such notices shall be effective upon the third business day following mailing, and (ii) develop for itselfif by mail; upon receipt, if by courier; or for othersupon confirmation of successful transmission, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20if by facsimile. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

General Provisions. ‌‌ The following general provisions apply to this Lease: (a) Section headings and document titles used The Lessor is not for any purpose a partner or joint venture participant of the Lessee in this Contract are included for convenience only and shall not be used the development or operation of the Premises or in any substantive interpretation business conducted on the Premises. Under no circumstances will the Lessor be responsible or obligated for any losses or liabilities of this Contractthe Lessee. The Lessee may not publicize, or otherwise circulate, promotional or other material of any nature that states or implies endorsement of the Lessee or its services or products by the Lessor or any other governmental agency. (b) If any term or condition of this Contract This Lease is decided by a proper authority to be invalid, the remaining provisions of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. c) The failure at any time by either party to this Contract to require Performance by the other party of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver of the right or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instanceintended to, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractor. g) Contractor represents and warrants that it shall does not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to confer upon any person or entity, other than the parties hereto, any right or interest, including any third party beneficiary status or any right to enforce any provision of this Lease. (c) This Lease provides no right of renewal or extension to the Lessee, nor does it provide the Lessee with the right to award of a new lease upon termination or expiration of this Lease. No rights will be acquired by virtue of this Lease entitling the Lessee to claim benefits under the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, Public Law 91-646. (iid) develop The Lessee warrants that no person or selling agency has been employed or retained to solicit or secure this Lease upon an agreement or understanding for itselfa commission, percentage, brokerage, or contingent fee. For breach or violation of this warranty, the Lessor will have the right to immediately terminate this Lease for othersdefault. (e) If one or more provisions of this Lease are held to be invalid for any reason, materials or processes including those such invalidity will not affect any other provision of this Lease, and this Lease will be construed as if the invalid provisions had not been contained in this Lease. (f) All exhibits that may be similar referenced in this Lease are hereby attached to those produced as a result and incorporated in this Lease. (g) Time is of the services hereunderessence to this Lease and all of its terms and conditions. (h) The laws of the United States govern the validity, provided construction, and effect of this Lease. (i) This Lease constitutes the entire agreement between the Lessor and the Lessee with respect to its subject matter and supersedes all prior offers and negotiations, oral or written. This Lease may not be amended or modified except by a written instrument executed by the Lessor and the Lessee. (j) The voluntary sale or other surrender of this Lease by the Lessee to the Lessor, or a mutual cancellation, or the termination by the Lessor pursuant to any provision of this Lease, will not work a merger, but, at the option of the Lessor, may either terminate any or all existing Subleases hereunder or operate as an Assignment to the Lessor of any or all Subleases. (k) If more than one lessee is named in this Lease, each lessee is jointly and severally liable for performance of the obligations of this Lease. (l) Any and all remedies available to the Lessor for the enforcement of the provisions of this Lease are cumulative and are not exclusive, and the Lessor may pursue either the rights enumerated in this Lease or remedies authorized by law, or both. The Lessee will be liable for any costs or expenses incurred by the Lessor in enforcing any term of this Lease, or in pursuing legal action for the enforcement of the Lessor’s rights, including court costs. (m) The Lessee may not construct new buildings or structures on the Premises, except that, Contractor complies with its obligations the prior written approval of confidentiality set forth in Sections 16the Lessor, 19 and 20the Lessee may construct minor additions, buildings, or structures determined by the Lessor to be necessary for support of the uses authorized by this Lease. m(n) All references Nothing contained in this Contract Lease binds the Lessor to expend, in any fiscal year, any sum in excess of the appropriation made by Congress for that fiscal year or administratively allocated for the subject matter of this Lease, or to involve the Lessor in any contract or other obligation for the future expenditure of money in excess of such appropriations. Moreover, nothing in this Lease prevents the cancellation of this Lease by the Lessor in the exercise of its sovereign authority, subject to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as constraints imposed on it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its executionby Applicable Laws.

General Provisions. ‌ a) Section headings and document titles used in this Contract are included for convenience only and shall This Agreement makes supersedes all prior agreements relating to the subject matter hereof. We may change, suspend, or discontinue the Colliga App at any time. We will try to give you prior notice of any material changes to the Colliga App. We will not be used liable to you or to any third party for any modification, suspension or discontinuance of the Colliga App. You may not transfer any of your rights or obligations under this Agreement to anyone else without our consent. Colliga Apps may assign, transfer, or delegate any of its rights and obligations hereunder without your consent. Even after termination, this Agreement will remain in effect such that all terms that by their nature may survive termination will survive such termination. The laws of the State of Texas govern this Agreement and any cause of action arising under or relating to your use of the Colliga App, without reference to its choice-of-law principles. You agree that the only proper jurisdiction and venue for any dispute in any substantive interpretation of this Contract. b) If any term or condition of this Contract is decided by a proper authority way relating to be invalid, the remaining provisions your use of the Contract shall be unimpaired Colliga App is in the state and the invalid provision shall be replaced by a provision which comes closest federal courts in Travis County, Texas. You further agree and consent to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor exercise of personal jurisdiction in these courts in connection with its Performance any dispute. If any provision of this Agreement is determined to be invalid under any applicable statute or rule of law, such provision is to that extent to be deemed omitted, and the balance of the Agreement shall remain in full force or effect. No delay or omission by Colliga Apps to exercise any right or power it has under this Contract. c) The Agreement or to object to the failure at any time by either party to this Contract to require Performance by the other party of any provision hereof covenant of you to be performed in a timely and complete manner, shall not affect in impair any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute power or be construed as a waiver of the right any succeeding breach or remedy itself, unless such a waiver is expressed any other covenant. Any waivers by Colliga Apps must be in writing and signed by a duly an authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayedColliga Apps. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instanceThis electronic document, and shall not be all other electronic documents referred to or incorporated herein, will be: (a) deemed for all purposes to be a consent to“writing” or “in writing”, or approval ofand to comply with all statutory, any subsequent like act or inaction by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contractcontractual, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractor. g) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and legal requirements for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productivelywriting; and (ivb) promptly notifying Contractor legally enforceable as a signed agreement. A printed version of this Agreement and any issues, concerns notice given in electronic form shall be admissible in judicial proceedings or disputes with respect administrative proceedings based upon or relating to these Participant to the services provided by Contractor hereundersame extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The Contractor shall not be responsible forYou agree to defend and indemnify us and our subsidiaries, among other thingsaffiliates, the performance of the Purchasing Entity’s personnel officers, directors, employees, and agents, and the accuracy and completeness harmless from any claim, demand, or damage, including reasonable attorneys’ fees, arising out of all data and information provided or related to Contractor by the Purchasing Entity for purposes your breach of this Agreement or your use or misuse of the performance of the services hereunderColliga App. If you have any questions about this Agreement, please contact xxxxxxx@xxxxxxxxxxx.xxx. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

General Provisions. ‌ (a) Section headings The Corporation shall at all times during the term of the Option reserve and document titles used keep available such number of Shares as will be sufficient to satisfy the requirements of this Option Agreement, shall pay all fees and expenses necessarily incurred by the Corporation in this Contract are included for convenience only connection therewith, and shall not be used use its best efforts to comply with all laws and regulations which, in any substantive interpretation the reasonable opinion of this Contractcounsel to the Corporation, are applicable thereto. (b) If any term or condition This Agreement shall be governed by and construed in accordance with the laws of this Contract is decided by a proper authority the State of New York without regard to principles of conflicts of laws. (c) Any notice to be invalid, the remaining provisions of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. c) The failure at any time given hereunder by either party to this Contract the other shall be in writing and shall be given either by personal delivery, facsimile or by mail, registered or certified, postage prepaid, return receipt requested, or by overnight delivery addressed to require Performance by the other party of any provision hereof shall not affect in any way at the full right respective addresses or facsimile numbers set forth below their signatures to require such Performance this Agreement, or at any time thereafterother address or facsimile number as such party may hereafter specify in writing. (d) This Agreement is irrevocable and is intended to conform in all respects with the Plan. The failure of either party Inconsistencies between this Agreement and the Plan shall be resolved according to enforce or pursue a right or remedy shall not constitute a waiver the terms of the right Plan. No amendments or remedy itself, modifications to this Agreement shall be binding unless such a waiver is expressed made in writing and signed by a duly authorized representative of the waiving partyparties hereto. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either party. (e) The Purchasing Entity waiver by either party of a breach of any term or provision of this Agreement shall not remove operate or destroy be construed as a waiver of a subsequent breach of the same provision or of the breach of any proprietary markings other term or proprietary legends placed upon or contained within any Deliverableprovision of this Agreement. (f) Except as may be otherwise provided for As used herein, the masculine gender shall include the feminine and the neuter genders, the neuter shall include the masculine and the feminine genders, the singular shall include the plural, and the plural shall include the singular. (g) The headings in this Contract, Agreement are solely for convenience of reference and shall be given no effect in the Purchasing Entity construction or interpretation of this Agreement. (h) The invalidity or enforceability of any provision of this Agreement shall not assign, mortgage, alter, relocate affect the validity or give up possession enforceability of any Deliverable to other provision of this Agreement, which Contractor retains title without the prior written consent of Contractorshall remain in full force and effect. g) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; NEITHER THE PLAN NOR THIS AGREEMENT SHALL BE (ii1) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; CONSTRUED AS GIVING THE PARTICIPANT THE RIGHT TO BE RETAINED IN THE EMPLOY OF THE CORPORATION OR ANY SUBSIDIARY THEREOF OR TO BE ENTITLED TO ANY REMUNERATION OR BENEFITS NOT SET FORTH IN THE PLAN OR THIS AGREEMENT OR (iii2) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunderINTERFERE WITH OR LIMIT THE RIGHT OF THE CORPORATION OR ANY SUBSIDIARY THEREOF TO MODIFY THE TERMS OF OR TERMINATE THE PARTICIPANT'S EMPLOYMENT AT ANY TIME WITH OR WITHOUT CAUSE. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

General Provisions. ‌ (a) Section headings The Employee agrees and document titles used understands that nothing in this Contract Agreement shall confer any right with respect to continuation of employment by the Company, nor shall it interfere in any way with the Employee's right or the Company's right to terminate the Employee's employment at any time, with or without cause as more fully set forth in the Employment Agreement between the Employee and the Company to which this Agreement is attached as Exhibit A. (b) The validity and construction of this Agreement or any of its provisions shall be determined under the laws of the State of Delaware, without giving effect to its conflicts of laws provisions, and without regard to its place of execution or its place of performance. The parties irrevocably consent and agree to the exclusive jurisdiction of the Circuit Court for Fairfax County or the United States District Court for the Eastern District of Virginia and to service of process for it and on its behalf by certified mail, for resolution of all matters involving this Agreement or the transactions contemplated hereby. Each party waives all rights to a trial by jury in any suit, action or proceeding hereunder. (c) This Agreement sets forth the final, complete and exclusive agreement and understanding between the Company and the Employee relating to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements relating to its subject matter. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the party to be charged. Any subsequent change or changes in duties, salary or compensation shall not affect the validity or scope of this Agreement. (d) If one or more of the provisions in this Agreement are included deemed unenforceable by law, then the remaining provisions shall continue in full force and effect. (e) This Agreement shall be binding upon the Employee's heirs, executors, administrators and other legal representatives and shall be for convenience only the benefit of the Company, its successors and its assigns. (f) The provisions of this Agreement shall survive the termination of the Employee's employment and the assignment of this Agreement by the Company to any successor in interest or other assignee. (g) No waiver by the Company of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver by the Company of any right under this Agreement shall be construed as a waiver of any other right. The Company shall not be used in any substantive interpretation required to give notice to enforce strict adherence to all terms of this ContractAgreement. THE EMPLOYEE UNDERSTANDS THAT THIS AGREEMENT AFFECTS HIS RIGHTS TO INVENTIONS THAT HE MAKES DURING HIS EMPLOYMENT, AND RESTRICTS HIS RIGHTS TO DISCLOSE OR USE THE COMPANY'S PROPRIETARY INFORMATION DURING OR SUBSEQUENT TO HIS EMPLOYMENT. THE EMPLOYEE HAS READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. b) If any term or condition of this Contract is decided by a proper authority to be invalid, the remaining provisions of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. c) The failure at any time by either party to this Contract to require Performance by the other party of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver of the right or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractor. g) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

General Provisions. ‌ a) Section headings and document titles used in this Contract are included for convenience only and shall not be used in any substantive interpretation of this Contract. b) If any term or condition of this Contract is decided by a proper authority to be invalid, the remaining provisions of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. c(A) The failure at any time by either party to this Contract to require Performance by the other party of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver of the right or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractor. g) Contractor Corporation hereby represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities Executive as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, follows: (i) providing Contractor with adequate working space, equipment the execution and facilities delivery of this Agreement and timely access to data, information, and personnel the performance by the Corporation of the Purchasing Entityactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Corporation; (ii) providing experienced ii)this Agreement is a legal, valid and qualified personnel to perform their assigned tasks and duties legally binding obligation of the Corporation, enforceable in a competent and timely fashionaccordance with its terms; (iii) providing a stableeither the execution or delivery of this Agreement nor the consummation by the Corporation of the actions contemplated hereby (a) will violate any provision of the certificate of incorporation or bylaws (or other charter documents) of the Corporation; or (b) will violate or be in conflict with any applicable law or any judgment, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor decree, injunction or order of any issues, concerns court or disputes with respect governmental agency or authority. Executive hereby represents and warrants to the services provided by Contractor hereunder. The Contractor Corporation that (x) Executive’s execution, delivery and performance of this Agreement does not and shall not be responsible forconflict with, among breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which he is bound, (y) Executive is not a party to or bound by any employment agreement, non-compete agreement or confidentiality agreement with any other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (iiz) develop for itselfupon the execution and delivery of this Agreement by the Corporation, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive hereby acknowledges and represents that s/he fully understands the terms and conditions contained herein. (B) In no event shall payments be made under this Agreement in respect of more than one termination of Executive’s employment with the Corporation and its Affiliates. (C) This Agreement does not create, and shall not be construed as creating, an express or for othersimplied contract of employment and, materials or processes including those that may except as otherwise agreed in writing between Executive and the Corporation, Executive does not and shall not have any right to be similar to those produced as a result retained in the employ of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to Corporation or any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any timeAffiliate. Notwithstanding the immediately preceding sentence or any language other provision of this Agreement, a termination of Executive’s employment with the Corporation or any Affiliate must be effected in accordance with a Notice of Termination satisfying paragraph (A) of Section 8 in order to constitute a termination for purposes of this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its executionAgreement.

General Provisions. ‌ (a) Section headings and document titles used in this Contract are included for convenience only and shall not be used in The waiver by Landlord of any substantive interpretation of this Contract. b) If any term term, covenant or condition of this Contract is decided by a proper authority to be invalid, the remaining provisions of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. c) The failure at any time by either party to this Contract to require Performance by the other party of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver of the right or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and herein contained shall not be deemed to be a consent to, or approval of, waiver of any subsequent like act or inaction breach. The acceptance of Rent shall not be deemed to be a waiver of any default by either partyTenant. (b) The headings to the sections of this Lease shall have no effect upon the construction or interpretation of any part hereof. (c) Time is of the essence. (d) The covenants and conditions herein contained bind the heirs, successors, executors, administrators, and assigns of the parties hereto. (e) The Purchasing Entity Neither Landlord nor Tenant shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverablerecord this Lease, but a short form memorandum hereof may be recorded at the request of Landlord. (f) Except as may Upon Tenant paying the Rent reserved hereunder and observing and performing all of the covenants, conditions and provisions on Tenant’s part to be otherwise provided for in this Contractobserved and performed hereunder, the Purchasing Entity Tenant shall not assign, mortgage, alter, relocate or give up have quiet possession of any Deliverable the Premises for the entire term hereof, subject to which Contractor retains title without all the prior written consent provisions of Contractorthis Lease. (g) Contractor If Tenant is a corporation, each individual executing this Lease on behalf of said corporation represents and warrants that he is duly authorized to execute and deliver this Lease on behalf of said corporation, in accordance with the bylaws of said corporation, and that this Lease is binding upon said corporation. If Tenant is a partnership or joint venture, each individual executing this Lease on behalf of such partnership or joint venture represents and warrants that he is duly authorized to execute and deliver this Lease on behalf of the partnership or joint venture, and that this Lease is binding on the partnership or joint venture. (h) No remedy or election hereunder shall be deemed exclusive but shall, whenever possible, be cumulative with all other remedies at law or in equity. (i) This Lease shall be governed by the laws of the State of Colorado. (j) In the event of any action or proceeding brought by either party against the other under this Lease, the prevailing party shall be entitled to recover court costs and attorneys’ fees. In addition, should it shall notbe necessary for Landlord to employ legal counsel to enforce any of the provisions herein contained, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity extent that Tenant does not contest the enforcement effort and thus no action or the State in any of Contractor's advertising or news releases. Without such permissionproceeding is brought, the Contractor may only name the Lead State, Participating Entities Tenant agrees to pay all attorneys’ fees and Purchasing Entities as a specific citation within proposals it submitscourt costs reasonably incurred by Landlord. h(k) Contractor In the event of any sale or transfer of the Premises by Landlord, Landlord shall execute be relieved of all liability hereunder provided the purchaser or transferee has assumed and agreed to carry out any and all documents or to take any actions which may be reasonably necessary to perfect of the rights granted to covenants and obligations of the Purchasing Entity in Section 16Landlord under this Lease. i(l) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel This Lease contains all of the other in the course agreements of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes parties hereto with respect to any matter covered or mentioned in this Lease, and no prior agreements or understanding pertaining to any such matters shall be effective for any purpose. No provision of this Lease may be amended or added to except by an agreement in writing signed by the services provided by Contractor hereunder. The Contractor parties hereto or their respective successors in interest. (m) This Lease and the obligations of the Tenant hereunder shall not be responsible foraffected or impaired because the Landlord is unable to fulfill any of its obligations hereunder or is delayed in doing so, among if such inability or delay is caused by reason of strike, labor troubles, acts of God, or any other things, cause beyond the performance reasonable control of the Purchasing Entity’s personnel Landlord. (n) Any provision of this Lease which shall prove to be invalid, void, or illegal shall in no way effect, impair, or invalidate any other provision hereof and agents, such other provision shall remain in full force and the accuracy and completeness of all data and information provided to Contractor effect. (o) Landlord may request financial statements from Tenant as required by the Purchasing Entity for purposes mortgagees or potential mortgagees of the performance Building and Tenant shall provide financial statements to Landlord within fifteen (15) business days of request. Financial statements shall consist of a balance sheet, statement of operations and cashflow statement for the services hereundermost recent quarter-end period. Financial statement footnotes shall not be required. k(p) Each The submission or delivery of the Lead State this document for examination and Contractor is review does not constitute an independent contractor and neither of them isoption, nor shall be considered an offer to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturerlease space in The Premises, or representativean agreement to lease. This document shall have no binding effect on the parties unless and until executed by both Landlord and Tenant. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

General Provisions. ‌ (a) Section headings The Company and document titles used the Trustee each acknowledge that the Trustee will follow the security procedures set forth in this Contract are included for convenience only Section 5 with respect to funds transferred from the Trust Account. Upon receipt of written instructions, the Trustee will confirm such instructions with an Authorized Individual at an Authorized Telephone Number listed on the attached Exhibit D. The Company and the Trustee will each restrict access to confidential information relating to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained access to such information, or of any change in its authorized personnel. In executing funds transfers, the Trustee will rely upon account numbers or other identifying numbers of a beneficiary, beneficiary's bank or intermediary bank, rather than names. The Trustee shall not be used liable for any loss, liability or expense resulting from any error in any substantive interpretation of this Contractan account number or other identifying number, provided it has accurately transmitted the numbers provided. (b) If any term or condition of this Contract is decided This Agreement shall be governed by a proper authority to be invalid, and construed and enforced in accordance with the remaining provisions laws of the Contract State of New York, without giving effect to conflict of laws. It may be executed in several counterparts, each one of which shall be unimpaired constitute an original, and together shall constitute but one instrument. (c) This Agreement contains the invalid provision shall be replaced by a provision which comes closest entire agreement and understanding of the parties hereto with respect to the intention underlying the invalid provisionsubject matter hereof. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. c) The failure at any time by either party to this Contract to require Performance by the other party of This Agreement or any provision hereof shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce may only be changed, amended or pursue modified by a right or remedy shall not constitute a waiver writing signed by each of the right parties hereto; provided, however, that no such change, amendment or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as modification may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title made without the prior written consent of ContractorMxxxxx Xxxxxx. As to any claim, cross-claim or counterclaim in any way relating to this Agreement, each party waives the right to trial by jury. g(d) Contractor represents The parties hereto consent to the jurisdiction and warrants that it venue of any state or federal court located in the City of New York for purposes of resolving any disputes hereunder. (e) Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall notbe in writing and shall be sent by Express Mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by facsimile transmission: if to the Trustee, to: Continental Stock Transfer & Trust Company 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Sxxxxx X. Xxxxxx, Chairman Fax No.: (000) 000-0000 if to the Company, to: Global Technology Industries, Inc. 300 Xxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx, XX Attn: Rxxxxx Xxx Fax No.: 200-000-0000 in either case with a copy to: Mxxxxx Xxxxxx & Co. Inc. 600 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Mxxxxxx Xxxxxx Fax No.: (000) 000-0000 and Benesch, Friedlander, Cxxxxx & Axxxxxx LLP 2000 XX Xxxxx 000 Xxxxxx Xxxxxx Xxxxxxxxx, XX 00000 Attn: Dxxxxxx Xxxx Fax No.: (000) 000-0000 MxXxxxxxx Will & Exxxx LLP 300 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attn: Sxxxxxx X. Older, Esq. Fax No.: (000) 000-0000 (f) This Agreement may not be assigned by the Trustee without the prior written consent from of the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities Company and Purchasing Entities as a specific citation within proposals it submitsMxxxxx Xxxxxx. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. kg) Each of the Lead State Trustee and Contractor is an independent contractor the Company hereby represents that it has the full right and neither of them is, nor shall be considered power and has been duly authorized to be, nor shall purport enter into this Agreement and to act as, the other’s agent, partner, fiduciary, joint venturer, or representativeperform its respective obligations as contemplated hereunder. l(h) Contractor may (i) provide The Trustee acknowledges and agrees that it shall not make any Services claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of funds in the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20Trust Account under any circumstance. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

General Provisions. ‌ a(A) Section headings The captions and document titles used in numbered Sections of this Contract Lease are included inserted for convenience only and are not a part of this Lease and do not in any way limit or amplify the terms and provisions of this Lease. (B) If more than one person or corporation is named as Landlord in this Lease and executed the same as Landlord, then the word “Landlord” wherever used in this Lease shall refer to all such persons or corporations, and the liability of such persons or corporations for compliance with or for the performance of all the terms, covenants and provisions of this Lease shall be joint and several. (C) All the provisions of this Lease shall be construed as covenants and agreements as though the words importing such covenants and agreements were used in each separate Section hereof, and all the provisions hereof shall bind and inure to the benefit of the parties hereto, their respective heirs, legal representatives, successors and assigns. (D) No amendment or modification of this Lease shall be effective unless in writing and executed by duly authorized representatives of both Landlord and Tenant. (E) The Sections of this Lease are intended to be severable. If any Section or provision of this Lease shall be held to be unenforceable by any court of competent jurisdiction, this Lease shall be construed as though such Section had not been included in it. If any Section or provision of this Lease shall be subject to two constructions, one of which would render such Section or provision invalid, then such Section or provision shall be given that construction which would render it valid. (F) Upon request of Tenant, Landlord shall promptly complete an IRS Form W-9 so that Tenant may report the payments made by Tenant to Landlord under this Lease as required by applicable governmental authorities. (G) This Lease shall not be used strictly construed against Tenant as the draft or writing of Tenant or because of any presumption arising out of terms favorable to Tenant. (H) Whenever required in any substantive interpretation the context of this ContractLease, the singular shall include the plural and the plural shall include the singular. The masculine, feminine and neuter genders shall each include the other. In any provision relating to the conduct, acts or omissions of Tenant, the term “Tenant” shall include Tenant’s agents, employees, contractors, invitees, successors or others using the Demised Premises with Tenant’s expressed or implied permission. b(I) If any term or condition This Lease shall be construed and enforced in accordance with the laws of this Contract is decided by a proper authority the State of Maryland. (J) Subject to be invalid, the remaining provisions of the Contract this Lease, this Lease shall be unimpaired binding upon and shall inure to the invalid provision benefit of, the parties hereto, and their respective successors and assigns. (K) LANDLORD AND TENANT HEREBY WAIVE TRIAL BY JURY IN ANY SUMMARY PROCEEDING IN ANY EMERGENCY OR OTHER STATUTORY REMEDY, OR IN ANY ACTION BASED, IN WHOLE OR IN PART, ON NON-PAYMENT OF RENT OR OTHER DEFAULT UNDER THIS LEASE; AND TENANT FURTHER AGREES THAT IT SHALL NOT INTERPOSE ANY COUNTERCLAIM OR SET-OFF IN ANY SUCH PROCEEDING, EXCEPT TO THE EXTENT THAT TENANT WOULD HAVE NO RIGHT TO COMMENCE AN INDEPENDENT PROCEEDING TO SEEK TO RECOVER ON ACCOUNT OF SUCH CLAIM. (L) If legal proceedings shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. c) The failure at any time instituted by either party to this Contract to require Performance by the other party of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver of the right or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractor. g) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced Lease as a result of a default under this Lease, the services hereunder, provided that, Contractor complies with prevailing party in such proceeding shall be entitled to claim and collect its obligations of confidentiality set forth in Sections 16, 19 reasonably incurred third-party attorneys’ fees and 20court costs at both the trial and appellate levels. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

General Provisions. ‌ a) Section headings Additional license requirements and document titles used other license notices, if any, shall be contained in this Contract are included the Documentation that is delivered with the applicable Licensor Software. Unless expressly authorized by such terms, Customer agrees not to use or access any third-party software as a stand-alone product or in any other manner other than in connection with the Licensor Software. All notices related to these Terms shall be in writing. Notices will be effective if dispatched by facsimile; or electronic mail; by hand; reliable overnight delivery service or first-class, pre-paid mail if sent to the contract address for convenience only and the intended recipient set forth in an Order Form. A copy of any notice of default, breach or termination shall also be sent to that party's General Counsel. The losing party shall pay all reasonable costs, including, without limitation attorneys’ fees, incurred by the prevailing party in any action brought to enforce the prevailing party’s rights under these Terms. The Terms shall not be used in any substantive interpretation of this Contract. b) If any term interpreted to create an agency or condition of this Contract consignment relationship, and neither party is decided by a proper authority to be invalidpartner, employee, agent or joint venture partner of, or with, the remaining provisions other. During the term of any Order Form and for a period of one (1) year following expiration or termination of an Order Form, neither party shall actively solicit for employment any employee, contractor, or consultant, or other representative of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor other party who performed services in connection with its Performance under this Contract. c) The failure at any time by either party to this Contract to require Performance by the other party of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver of the right or remedy itselfapplicable Order Form, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractor. g) Contractor represents the other party. Customer hereby grants Licensor and warrants its independent auditors, at Licensor's expense, the right to audit Customer‘s compliance with these Terms upon reasonable notice and at reasonable times and to report any results to Licensor’s licensors. Customer agrees to provide assistance to ensure a complete and accurate audit by Licensor and its independent auditors. Customer’s failure to comply with the provisions of this section will constitute a material breach of these Terms. No waiver by either party of any breach of any provision of these Terms shall be construed as a waiver of that it or any other provision on any other occasion. Dates or times by which one party is required to perform under these Terms shall notbe postponed automatically for so long as that party is prevented from performing by any act of or failure to act by, the other party. No delay or default in performance of any obligation by either party (except payment obligations), shall constitute a breach of these Terms to the extent caused by force majeure or any other cause which is beyond its reasonable control, including, but not limited to, fires, strikes, accidents, or acts of God. Except for an assignment, in whole or part, by Licensor to a wholly owned subsidiary, neither party may assign these Terms and/or any of its rights and/or obligations without the prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, unreasonably withheld). Any such attempted assignment shall be void. For the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance foregoing, a change in control of Customer is deemed to cause or attempt to cause an assignment of these Terms and shall require Licensor’s prior written consent. To the services hereunder. k) Each of the Lead State and Contractor is extent Customer or its successors or assigns enters into an independent contractor and neither of them isExtraordinary Corporate Event after an Order Form Effective Date, nor these Terms, as amended, shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar not apply to those produced additional users, divisions or entities, which were added to or divested from Customer’s organization as a result of the services hereunderExtraordinary Corporate Event until those additional users, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract divisions or entities are added to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack these Terms by way of a formal written amendment to this Contract, this Contract shall always be read signed by duly authorized officers of the Licensor and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its executionCustomer.

General Provisions. ‌ (a) Section headings Executive's rights and document titles used in this Contract are included for convenience only and obligations hereunder shall not be used transferable by assignment or otherwise; provided, however, that this Agreement shall inure to the benefit of and be enforceable by Executive's personal and legal representatives, executors, administrator, successors, heirs, distributees, devisees and legatees. If Executive should die while any amounts are still payable to Executive hereunder, all such amounts, unless otherwise provided herein, shall be paid in any substantive interpretation accordance with the terms of this Contract. b) If Agreement to Executive's devisee, legatee or other designee or, if there be no such designee, to Executive's estate. Nothing in this Agreement shall prevent the consolidation of the Company with, or its merger into, any term other corporation, or condition the sale by the Company of all or substantially all of its properties or assets; and this Contract is decided Agreement shall inure to the benefit of, be binding upon and be enforceable by, any successor surviving or resulting corporation, or other entity to which such assets shall be transferred. Unless otherwise agreed to by a proper authority to be invalidExecutive, the remaining provisions Company shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders business and/or policies are applicable to Contractor in connection with its Performance under this Contract. c) The failure at any time by either party to this Contract to require Performance by the other party of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver assets of the right or remedy itselfCompany, unless by agreement in form and substance satisfactory to Executive (such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required agreement not to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless ), to assume and agree to perform this Agreement in writing the same manner and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and same extent that the Company would be required to perform it if no such succession or assignment had taken place. This Agreement shall not otherwise be deemed assigned by the Company. As used in this Agreement, "Company" shall mean the Company as hereinbefore defined and any successor or assign to be a consent to, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except its business and/or assets as may be otherwise aforesaid which executes and delivers the agreement provided for in this Contract, paragraph or which otherwise becomes bound by all the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractor. g) Contractor represents terms and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination provisions of this Contract or such longer period as may be required Agreement by Participating Entity’s state statuteoperation of law. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor Agreement shall not be responsible for, among other things, terminated by the performance voluntary or involuntary dissolution of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunderCompany. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

General Provisions. ‌ a) Section headings a. SAI is a sophisticated business enterprise with competent internal financial advisors and document titles used legal counsel, and SAI has entered into this Agreement with ADVISOR for the limited purposes set forth in this Contract Agreement. The PARTIES acknowledge and agree that their respective rights and obligations as set forth herein are included for convenience only and shall not be used contractual in nature. Accordingly, SAI disclaims any substantive interpretation intention to impose fiduciary obligations on ADVISOR by virtue of this Contract. b) If any term or condition of this Contract is decided by a proper authority to be invalid, the remaining provisions of the Contract shall be unimpaired Agreement and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. c) The failure at any time by either party to this Contract to require Performance by the other party of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver of the right or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and ADVISOR shall not be deemed to be a consent tohave any fiduciary duties or obligations to any prospects, other business entities or SAI, or approval oftheir respective officers, any subsequent like act directors, shareholders, affiliates or inaction by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contractcreditors, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractor. g) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of this Agreement or the services hereunderto be provided pursuant hereto. SAI agrees that any agreement as contemplated by this Agreement shall contain language which reflects that the other parties to the transaction relied solely upon their own independent investigation and counsel before deciding to enter into the contemplated transaction. Likewise, provided thatADVISOR is a sophisti- cated business enterprise with competent internal financial advisors and legal counsel, Contractor complies and ADVISOR has entered into this Agreement with its obligations of confidentiality SAI for the limited purposes set forth in Sections 16this Agreement. The parties acknowledge and agree that their respective rights and obligations as set forth herein are contractual in nature. Accordingly, 19 ADVISOR disclaims any intention to impose fiduciary obligations on SAI by virtue of this Agreement and 20SAI shall not be deemed to have any fiduciary duties or obligations to any prospects, other business entities or ADVISOR, or their respective officers, directors, shareholders, affiliates or creditors, as a result of this Agreement or the services to be provided pursuant hereto. ADVISOR agrees that any agreement as contemplated by this Agreement shall also contain language which reflects that the other parties to the transaction relied solely upon their own independent investigation and counsel before deciding to enter into the contemplated transaction. However, notwithstanding any provisions to the contrary, both parties agree that each has a duty to b. Subject to the successful implementation of this Agreement, it is the intent of SAI and ADVISOR to enter into future business ventures. m) All references c. ADVISOR may perform additional services to support SAI. If such services are outside the scope of this Agreement these services will be governed by separate agreements between the Parties. d. SAI acknowledges and agrees ADVISOR may use the existence of this Agreement in connection with ADVISOR's separate public and investor relations' efforts. e. SAI agrees that ADVISOR shall have the right, subsequent to the closing of any funding to place advertisements at its own cost in financial and other newspapers and journals describing its services hereunder. f. This Agreement may be executed in one or more counterparts, each of which shall be an original but all of which shall together constitute one instrument. Electronic signatures may also execute this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its executionAgreement hereof.

General Provisions. ‌ a) Section headings and document titles used in this Contract are included for convenience only and shall not be used in any substantive interpretation 8.1 This License Agreement contains the entire agreement between the parties relating to the subject matter of this ContractLicense Agreement and supersedes all previous arrangements relating to the use of the Recycles Marks. b) If any term or condition of 8.2 MPE reserves the right to change this Contract is decided by a proper authority to be invalid, the remaining provisions of the Contract shall be unimpaired License Agreement and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. c) The failure Guidelines for Use at any time by either party to this Contract to require Performance by the other party providing Licensee with written notice of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver of the right or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving partychange. d) 8.3 In any case where the consent or approval of either party event that this License Agreement is required to be obtained registered with any governmental authority, Licensee shall cause such registration to be made and shall bear any expenses or taxes payable in respect thereof. MPE will give Licensee all help and sign all required documents necessary to this effect. 8.4 Any reference to this License Agreement shall also include its schedules and annexes. 8.5 Unless otherwise specified above, none of the rights or obligations under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as License Agreement may be otherwise provided for in this Contractassigned, the Purchasing Entity shall not assign, mortgage, alter, relocate sub-licensed or give up possession of any Deliverable to which Contractor retains title transferred by you without the prior written consent of ContractorMPE. g) Contractor represents 8.6 The invalidity, illegality or unenforceability of any of the provisions of this License Agreement shall not affect the validity, legality and warrants that enforceability of the remaining provisions of this License Agreement. In case any one or more of the provisions contained in this License Agreement shall be invalid or unenforceable in any jurisdiction, it shall not, without prior written consent from be replaced with a valid and enforceable provision having as near as may be the Lead State or, if applicable, Participating Entity, make same economic effect as intended by MPE. 8.7 The failure of either Party to enforce any reference provision of this License Agreement shall not be construed as a waiver or limitation of that Party’s right to subsequently enforce and compel strict compliance with every provision of this License Agreement. 8.8 Any notice or other document to be served under this License Agreement may be delivered or sent by post to the Purchasing Entity party to be served as its registered address or the State in any of Contractor's advertising or news releases. Without at such permission, the Contractor other address as it may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or have notified to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party in accordance with this clause. 8.9 This License Agreement shall be deemed to have been made in Belgium, and shall be interpreted under and solely in accordance with the laws of Belgium. Any and all disputes between the Parties hereto, whether or not arising under this Contract during its Term and for a period of one year from License Agreement shall, at the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right demand of either party to solicit or recruit generally in party, be settled before the mediacompetent courts of Brussels. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

General Provisions. ‌ a) Section headings and document titles used 14.1 Neither party may waive or release any of its rights or interests in this Contract are included for convenience only and shall not be used Agreement except in any substantive interpretation writing. The failure of this Contract. b) If a party to assert a right hereunder or to insist upon compliance with any term or condition of this Contract is decided by a proper authority to be invalid, the remaining provisions of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. c) The failure at any time by either party to this Contract to require Performance by the other party of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy Agreement shall not constitute a waiver of that right by that party or excuse a similar subsequent failure to perform any of these terms or conditions by the right or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving other party. d) In 14.2 This Agreement constitutes the entire agreement between the parties relating to the subject matter of the Licensed Patent Rights, the Licensed Products and the Licensed Processes, and all prior negotiations, representations, agreements, and understandings are merged into, extinguished by, and completely expressed by this Agreement. 14.3 The provisions of this Agreement are severable, and in the event that any case where provision of this Agreement shall be determined to be invalid or unenforceable under any controlling body of law, this determination shall not in any way affect the consent validity or approval enforceability of the remaining provisions of this Agreement. NIH Patent License Agreement—Exclusive 14.4 If either party desires a modification to this Agreement, the parties shall, upon reasonable notice of the proposed modification by the party desiring the change, confer in good faith to determine the desirability of the modification. No modification shall be effective until a written amendment is signed by the signatories to this Agreement or their designees. 14.5 The construction, validity, performance, and effect of this Agreement shall be governed by Federal law as applied by the Federal courts in the District of Columbia. 14.6 All Agreement notices required or permitted by this Agreement shall be given by prepaid, first class, registered or certified mail or by an express/overnight delivery service provided by a commercial carrier, properly addressed to the other party at the address designated on the following Signature Page, or to another address as may be obtained under this Contract, such consent designated in writing by the other party. Agreement notices shall be considered timely if the notices are received on or approval before the established deadline date or sent on or before the deadline date as verifiable by U.S. Postal Service postmark or dated receipt from a commercial carrier. Parties should request a legibly dated U.S. Postal Service postmark or obtain a dated receipt from a commercial carrier or the U.S. Postal Service. Private metered postmarks shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative acceptable as proof of that party. Such consent or approval shall apply only to the given instance, and timely mailing. 14.7 This Agreement shall not be deemed to be a consent toassigned or otherwise transferred (including any transfer by legal process or by operation of law, and any transfer in bankruptcy or insolvency, or approval of, in any subsequent like act other compulsory procedure or inaction by either party. eorder of court) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. fexcept to the Licensee’s Affiliate(s) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractorthe IC, which will not be unreasonably denied. The parties agree that the identity of the parties is material to the formation of this Agreement and that the obligations under this Agreement are nondelegable. In the event that the IC approves a proposed assignment, the Licensee shall pay the IC, as an additional royalty, […***…] percent ([…***…]%) of the fair market value of any consideration received for any assignment of this Agreement within […***…] of the assignment. g14.8 The Licensee agrees in its use of any IC-supplied materials to comply with all applicable statutes, regulations, and guidelines, including NIH and HHS regulations and guidelines. The Licensee agrees not to use the materials for research involving human subjects or clinical trials in the United States without complying with 21 C.F.R. Part 50 and 45 C.F.R. Part 46. The Licensee agrees not to use the materials for research involving human subjects or clinical trials outside of the United States without notifying the IC, in writing, of the research or trials and complying with the applicable regulations of the appropriate national control authorities. Written notification to the IC of research involving human subjects or clinical trials outside of the United States shall be given no later than […***…] prior to commencement of the research or trials. 14.9 The Licensee acknowledges that it is subject to and agrees to abide by the United States laws and regulations (including the Export Administration Act of 1979 and Arms Export Control Act) Contractor represents controlling the export of technical data, computer software, laboratory prototypes, biological material, and warrants other commodities. The transfer of these items may require a license from the appropriate agency of the U.S. Government or written assurances by the Licensee that it shall notnot export these items to certain foreign countries without prior approval of this agency. The IC neither represents that a license is or is not required or that, if required, it shall be issued. 14.10 The Licensee agrees to mark the Licensed Products or their packaging or containers in accordance with the applicable patent marking laws. 14.11 By entering into this Agreement, the IC does not directly or indirectly endorse any product or service provided, or to be provided, by the Licensee whether directly or indirectly related to this Agreement. The Licensee shall not state or imply that this Agreement is an endorsement by the Government, the IC, any other Government organizational unit, or any Government employee. Additionally, the Licensee shall not use the names of the IC, the FDA or the HHS or the Government or their employees in any advertising, promotional, or sales literature without the prior written approval of the IC. NIH Patent License Agreement—Exclusive Model 10-2015 Page 18 of 30 [Final] [Kyverna Therapeutics] [4 May 2021] 14.12 The parties agree to attempt to settle amicably any controversy or claim arising under this Agreement or a breach of this Agreement, except for appeals of modifications or termination decisions provided for in Article 13. The Licensee agrees first to appeal any unsettled claims or controversies to the designated IC official, or designee, whose decision shall be considered the final agency decision. Thereafter, the Licensee may exercise any administrative or judicial remedies that may be available. Notwithstanding anything to the contrary in this Agreement, the Licensee shall have the right, without prior written consent waiving any right or remedy available under this Agreement or otherwise, to seek and obtain from any court of competent jurisdiction any interim or provisional relief that is necessary or desirable to protect the rights or property of the Licensee, pending any such settlement or the determination of any such appeal. 14.13 Nothing relating to the grant of a license, nor the grant itself, shall be construed to confer upon any person any immunity from or defenses under the antitrust laws or from a charge of patent misuse, and the acquisition and use of rights pursuant to 37 C.F.R. Part 404 shall not be immunized from the Lead State oroperation of state or Federal law by reason of the source of the grant. 14.14 Any formal recordation of this Agreement required by the laws of any Licensed Territory as a prerequisite to enforceability of this Agreement in the courts of any foreign jurisdiction or for other reasons shall be carried out by the Licensee at its expense, if applicable, Participating Entity, make any reference and appropriately verified proof of recordation shall be promptly furnished to the Purchasing Entity IC. 14.15 Paragraphs 4.3, 8.1, 9.5-9.8, 12.1-12.5, 13.9, 13.10, 14.12 and 14.15 of this Agreement shall survive termination of this Agreement. 14.16 The terms and conditions of this Agreement shall, at the IC’s sole option, be considered by the IC to be withdrawn from the Licensee’s consideration and the terms and conditions of this Agreement, and this Agreement itself to be null and void, unless this Agreement is executed by the Licensee and a fully executed original is received by the IC within sixty (60) days from the date of the IC’s signature found at the Signature Page. NIH Patent License Agreement—Exclusive For the IC: /s/ Xxxxxxx X. Xxxxxxxxx 5-27-21 Xxxxxxx X. Xxxxxxxxx, M.B.A. Date Associate Director, Technology Transfer Center National Cancer Institute National Institutes of Health Mailing Address or E-mail Address for Agreement notices and reports: License Compliance and Administration Monitoring & Enforcement Office of Technology Transfer National Institutes of Health 0000 Xxxxxxxxx Xxxxxxxxx, Xxxxx 000 Rockville, Maryland 20852-3804 U.S.A. E-mail: [ *** ] For the State in any of Contractor's advertising or news releases. Without such permissionLicensee (Upon, information and belief, the Contractor may only name undersigned expressly certifies or affirms that the Lead Statecontents of any statements of the Licensee made or referred to in this document are truthful and accurate.): by: /s/ Xxxxxxx Xxxxx 5/27/2021 Signature of Authorized Official Date Xxxxxxx Xxxxx, Participating Entities M.D., Ph.D. Printed Name Chief Executive Officer Title I. Official and Purchasing Entities as a specific citation within proposals it submits.Mailing Address for Agreement notices: Xxxx Xxxxxx Chief Legal Officer Kyverna Therapeutics 0000 Xxxxxx Xx. Suite 550 Emeryville, CA 94608 Phone: […***…] E-mail: […***…] NIH Patent License Agreement—Exclusive hII. Official and Mailing Address for Financial notices (the Licensee’s contact person for royalty payments) Contractor shall execute any and all documents Xxxx Xxxxx Business Operations Kyverna Therapeutics 0000 Xxxxxx Xx. Suite 550 Emeryville, CA 94608 Phone: […***…] E-mail: […***…] Any false or to take any actions which may be reasonably necessary to perfect the rights granted misleading statements made, presented, or submitted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in Government, including any relevant omissions, under this Agreement and during the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination negotiation of this Contract Agreement are subject to all applicable civil and criminal statutes including Federal statutes 31 U.S.C. §§3801-3812 (civil liability) and 18 U.S.C. §1001 (criminal liability including fine(s) or such longer period as may be required by Participating Entity’s state statuteimprisonment). This provision shall not restrict the right of either party to solicit or recruit generally in the media.NIH Patent License Agreement—Exclusive j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder1. U.S. Provisional Patent Application 62/006,313 (HHS Reference E-042-2014-0-US-01), including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.filed 2 June 2014;

General Provisions. ‌1. The parties agree jointly to file this Agreement with the United States District Court for the District of Oregon, Portland Division and jointly request approval of the Agreement after a hearing conducted pursuant to Fed. R. Civ. P. 23(f). If approved, the Court shall enter the Agreement as an order of the Court, and retain jurisdiction over the Agreement. The Parties agree to cooperate in presenting the Agreement to the Court and urging its approval as fair and reasonable. The Effective Date of the Agreement shall be the date of entry by the Court. a) Section headings 2. This Agreement is binding upon the parties, by and document titles used through their officials, employees, and successors for the term of this Agreement. If DHS or ODE enter into written contracts with outside providers for any of the services provided in this Contract are included for convenience only and Agreement, DHS or ODE shall incorporate the provisions of this Agreement that directly relate to those services in such contracts. Plaintiffs shall not be used third party beneficiaries of any such contracts. 3. No person or entity is intended to be a third party beneficiary of the provisions of this Agreement for purposes of any civil, criminal, or administrative action, and, accordingly, no person or entity may assert any claim or right as a beneficiary or protected class under this Agreement in any substantive interpretation civil, criminal, or administrative action. 4. This Agreement is not intended to enforce the Individuals with Disabilities Education Act (“IDEA”) or any implementing regulation or guidance, the Workforce Innovation and Opportunities Act (“WIOA”) or any implementing regulation or guidance, or any regulation issued by CMS, or the State’s obtaining approval of or performance of its CMS Transition Plan. 5. Failure by any party to enforce this entire Agreement or any provision thereof with respect to any deadline or any other provision herein shall not be construed as a waiver, including of the party’s right to enforce other deadlines and provisions of this ContractAgreement. b) If 6. The parties shall promptly notify each other of any term court or condition administrative challenge to this Agreement or any portion thereof, and shall defend against any challenge to the Agreement. 7. Except as provided in this Agreement, during the pendency of this Contract is decided by a proper authority the Agreement, plaintiffs shall not file suit under the ADA or Section 504 of the Rehabilitation Act for any claim or allegation set forth in the Amended Complaint or the Complaint in Intervention. 8. After notice to be invalidall class members, the remaining provisions Court will conduct a fairness hearing pursuant to Fed. R. Civ. P. 23(f) to decide whether the Agreement is a fair, adequate and reasonable resolution of the Contract claims of the plaintiff class. Should the Court approve this Agreement, the Agreement shall be unimpaired preclude the Named Plaintiffs and the invalid provision shall be replaced class from asserting any claims that are based on or arise out of the facts and practices alleged in the Amended Complaint. 9. UCP releases and discharges the defendants named in the Amended Complaint from all potential liability, known or unknown, suspected or unsuspected, which exist or may have existed for all claims that have been or might have been asserted by a provision which comes closest to UCP based on, related to, or arising out of the intention underlying facts and practices described in the invalid provision. Contractor shall comply with the statutesAmended Complaint, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutesfacts or practices existed or may have existed prior to the effective date of the Agreement. This release shall not preclude or affect any right of UCP to assess defendants’ compliance with the terms and provisions of this Agreement subject to this Section XVII and Section XVI(10) of this Agreement, regulations, Executive Orders and/or policies are applicable or to Contractor in connection with its Performance under enforce this ContractAgreement subject to the terms and provisions of Sections XV and XVI of this Agreement. c) 10. The failure at U.S. Department of Justice (“USDOJ”), releases and discharges the State of Oregon from all potential liability, known or unknown, suspected or unsuspected, for all ADA and Section 504 claims of the United States Attorney General that have been or might have been asserted by the United States Attorney General based on, related to, or arising out of the practices described in the Amended Complaint and the Complaint in Intervention, to the extent such practices existed or may have existed prior to the effective date of the Agreement. This release shall not preclude or affect any time by either party right of the USDOJ to assess defendants’ compliance with the terms and provisions of this Agreement subject to this Contract Section XVII and Section XVI(10) of this Agreement, or to require Performance enforce this Agreement subject to the terms and provisions of Sections XV and XVI of this Agreement. USDOJ represents that it has authority to deliver this release on behalf of plaintiff-intervenor and that this release shall be effective. 11. This Agreement, and any conclusions or determinations made by the other party of any provision hereof shall not affect in any way the full right Independent Reviewer pursuant to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver of the right or remedy itselfthis Agreement, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld subject to the Federal Arbitration Act, 9 U.S.C. § 1 et seq. 12. Nothing in this Agreement requires Oregon to take actions inconsistent with federal law or delayedfederal funding requirements. 13. No such consent Neither the ADA, Section 504 of the Rehabilitation Act, nor their implementing regulations require Oregon to make Sheltered Workshops available. 14. Plaintiffs’ counsel shall have reasonable access to documents, records, and materials that are within the control and custody of the State and are necessary to assess the State’s substantial compliance with this Agreement. Plaintiffs’ counsel may also seek access to third-party programs that are funded by or approval through the State, including the programs’ employees, facilities, services, documents, records, and materials. a. The State will not interfere with plaintiffs’ access to third-party programs under this Section. b. Any access under this Section may continue until this case is dismissed, but shall be valid limited to the extent necessary to minimize undue burden and cost to the State. c. Counsel for plaintiffs may not initiate any communications with State employees concerning the terms, implementation, or enforcement of this Agreement without prior permission of counsel for the State, unless plaintiffs obtain a Court order permitting such communications. Nothing in writing this provision is intended to inhibit the ability of the United States to carry out its law enforcement authority by conducting investigations, provided such investigations are not related to the claims in the Amended Complaint or Complaint in Intervention, or based on the monitoring or enforcement of this Agreement. Further, nothing in Section XVII(14) shall affect the release provided by plaintiff- intervenor in Section XVII(10) of this Agreement. d. The Protective Order in this Action shall remain in place until the termination of this Agreement, and signed by a duly authorized representative any documents, records, and materials made available to plaintiffs under this Section may be produced as confidential pursuant to the Protective Order. 15. The United States and the State shall bear their own costs and attorney’s fees. Counsel for the class may seek an award of that partyreasonable attorney’s fees and costs incurred in the prosecution of the claims in the Amended Complaint. Such consent or approval The parties and the Court shall apply only the reasonableness standard contained in Xxxxxxx x. Xxxxxxx, 000 X.X. 000, 435 (1983). a. The parties agree to work in good faith to agree on the amount of the reasonable fees and costs that will be paid to counsel for the class pursuant to this Section. b. In the event the parties do not reach agreement on the amount of the reasonable fees and costs that will be paid to counsel for the class pursuant to this Section by October 1, 2015, this Agreement shall remain in force, including the provisions of this Section, and counsel for the class shall submit a fee petition in this Action to Judge Xxxxxx X. Xxxxxxx for the recovery of fees and costs under this Section after the Court enters an order approving the Agreement. Defendants shall be entitled to present any and all objections to any fee petition submitted by counsel for the class. The Court's determination shall be based upon the applicable standard in the District of Oregon. c. Plaintiffs’ fee petition shall be subject to the given instanceprocedures, rules, and substantive law applicable to fee petitions in the United States District Court for the District of Oregon. Rates will be based on a percentile of the rates stated in the Oregon State Bar Economic Survey. Plaintiffs may not seek any fees for time beyond that actually spent or costs beyond those actually incurred, and they shall not seek any fee multiplier or other enhancement. d. The parties agree that Judge Xxxxxxx’x decision on reasonable fees and costs shall be binding, and that no party will have any right to appeal her decision. The waiver in Section XVII(15) shall be limited to a decision by Judge Xxxxxxx on the reasonable fees and costs recoverable by plaintiffs under Section XVII(15), and shall not extend to any other decision concerning any other fees or costs issued by any other judge. 16. The United States and the State shall bear their own costs and attorney’s fees for any post-judgment monitoring. Subject to Section XVI(10) of this Agreement, counsel for the class may seek an award of no more than $90,000 per year for reasonable and necessary attorney’s fees and costs incurred in the monitoring of the Agreement. a. The parties agree that counsel for the class may not recover fees or costs for monitoring activities that are duplicative of the duties of the Independent Reviewer, as set forth at Section XIV of this Agreement. b. The parties agree to work in good faith to agree on the amount of the reasonable and necessary monitoring fees and costs that may be deemed paid to counsel for the class pursuant to this Section. c. In the event the parties do not reach agreement on the amount of reasonable and necessary monitoring fees and costs recoverable under Section XVII(16), the class counsel may submit a fee petition to the Court for monitoring fees and costs. d. For the purposes of Section XVII(16), monitoring shall not include activities undertaken in connection with enforcement proceedings brought by plaintiffs in order to enforce this Agreement. In the event plaintiffs bring such enforcement proceedings, they may seek an award of reasonable and necessary fees and costs incurred in bringing such enforcement proceedings (“enforcement fees”). In no event shall plaintiffs be entitled to recover under Section XVII(16)(d) any fees or costs for activities undertaken prior to the delivery by plaintiffs of written notice to defendants pursuant to Section XVI(A)(1) of this Agreement and the conclusion of defendants’ time to respond and cure pursuant to Section XVI(A)(1)-(2) of this Agreement. e. Any fee petition submitted by plaintiffs pursuant to Section XVII(16) shall be subject to the procedures, rules, and substantive law applicable to fee petitions in the United States District Court for the District of Oregon. Rates will be based on a consent topercentile of the rates stated in the Oregon State Bar Economic Survey. Plaintiffs may not seek any fees for time beyond that actually spent or costs not actually incurred, and they shall not seek any fee multiplier or other enhancement. Defendants shall be entitled to present any and all objections to any fee petition submitted by plaintiffs. f. Only Disability Rights Oregon and the Center for Public Representation may seek an award of post-judgment monitoring fees and costs pursuant to Section XVII(16). 17. After the Court approves this Agreement, any discovery pursuant to the Federal Rules of Civil Procedure, including depositions, subpoenas, or approval ofrequests for production of documents, any subsequent like act or inaction may only be propounded after an order by either partythe Court authorizing the discovery. The parties agree that the Court may enter such other protective orders as the Court deems appropriate. e) 18. The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contractsignatures below of officials and attorneys representing the United States, the Purchasing Entity shall not assignclass plaintiffs, mortgage, alter, relocate or give up possession of any Deliverable and the State signify that these parties have given their final approval to which Contractor retains title without the prior written consent of Contractor. g) Contractor this Agreement. Each party to this Agreement represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference person who has signed this Agreement on behalf of his or her entity or clients is duly authorized to enter into this Agreement and to bind that party to the Purchasing Entity terms and conditions of this Agreement. 19. This Agreement and any documents incorporated by reference constitute the entire integrated Agreement of the parties. No prior or contemporaneous communications, oral or written, or prior drafts shall be relevant or admissible for purposes of determining the State meaning of any provisions herein in any of Contractor's advertising litigation or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submitsany other proceeding. h) Contractor shall execute any and all documents or to take any actions which 20. This Agreement may be reasonably necessary to perfect the rights granted to the Purchasing Entity executed in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel counterparts, each of the other in the course of the Performance of the Services hereunder which shall directly or indirectly employ, solicit, engage or retain the services of such be deemed an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agentsoriginal, and the accuracy counterparts shall together constitute one and completeness the same Agreement, notwithstanding that each party is not a signatory to the original or the same counterpart. All references to signature or execution of all data the Agreement shall be calculated from the date on which the last party executed the Agreement. 21. The parties agree that, as of the date the Court approves and information provided to Contractor by enters this Agreement as an order of the Purchasing Entity Court, for purposes of the performance parties’ preservation obligations pursuant to Federal Rule of Civil Procedure 26, litigation is not “reasonably foreseeable” concerning the services hereunder. k) Each of matters described in the Lead Findings Letter issued to the State and Contractor is an independent contractor and neither of them isby the United States. To the extent that any party previously implemented a litigation hold to preserve documents, nor shall be considered electronically stored information, or things related to be, nor shall purport the matters described in the Findings Letter issued to act asthe State, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services party is no longer required to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as maintain such a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references litigation hold. Nothing in this Contract to paragraph relieves any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at party of any time. Notwithstanding any language in other obligations imposed by this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its executionAgreement.

General Provisions. ‌ aCertain of our obligations will continue beyond the termination of this Agreement, including those relating to Limitations of Liability, Indemnification, and Arbitration. We are not liable for delays, damages or failures in performance due to causes beyond our reasonable control, including, but not limited to, acts of a governmental body, acts of God, acts of third parties, fires, floods, strikes, work slow-downs or other labor-related activity, or an inability to obtain necessary equipment or services. You may not assign or otherwise transfer this Agreement in any way to any other person. We may freely assign all or any part of this Agreement with or without notice and you agree to make all subsequent payments as directed. Except as otherwise required by law, you and Verizon agree that the Federal Arbitration Act and the substantive laws of the state of the customer’s service address, without reference to its principles of conflicts of laws, will be applied to govern, construe and enforce all of the rights and duties of the parties arising from or relating in any way to the subject matter of this Agreement. UNLESS YOU AND VERIZON AGREE OTHERWISE, YOU AND VERIZON CONSENT TO THE EXCLUSIVE PERSONAL JURISDICTION OF AND VENUE IN AN ARBITRATION OR SMALL CLAIMS COURT LOCATED IN THE COUNTY OF THE CUSTOMER’S SERVICE ADDRESS FOR ANY SUITS OR CAUSES OF ACTION CONNECTED IN ANY WAY, DIRECTLY OR INDIRECTLY, TO THE SUBJECT MATTER OF THIS AGREEMENT OR TO THE SERVICE. Except as otherwise required by law, including state laws relating to consumer transactions, any cause of action or claim you may have with respect to the Service must be commenced within one (1) Section headings and document titles used in year after the claim or cause of action arises or such claim or cause of action is barred. Our failure to insist upon strict compliance with any part of this Contract are included for convenience only and Agreement shall not be used construed to be a waiver of such terms in the future. If any substantive interpretation provision of this Contract. b) If any term or condition of this Contract Agreement is decided by a proper authority determined to be invalid, illegal or unenforceable, the remaining provisions will remain in full force and effect and the unenforceable portion shall be construed as nearly as possible to reflect the original intentions of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contractparties. c) The failure at any time by either party to this Contract to require Performance by the other party of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver of the right or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractor. g) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

General Provisions. ‌ a) Section headings and document titles used in 11.1 The rights provided under this Contract Licence are included for convenience only and shall granted to End User only. End User may not be used in any substantive interpretation transfer, assign or otherwise dispose of this ContractLicence or any of its rights or obligations under it without OUP's prior written consent. b11.2 This Licence may be amended at any time by OUP giving notice of the amended version of this Licence at the point an update to the LawReader App [or a Supplement Update] is made available to download. A link to the changed terms will be provided and End User should carefully review this before downloading such update [or Supplement Update]. If you download such update [or Supplement Update], you will be deemed to consent to such changed terms. 11.3 This Licence is not intended to benefit anyone other than the parties to it and, in particular, no term of this Licence shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party. 11.4 If any term or condition provision of this Contract Licence is decided determined by a proper any competent authority to be invalid, unlawful or unenforceable to any extent, such provision will to that extent be severed from the remaining provisions of the Contract shall which will continue to be unimpaired and the invalid provision shall be replaced by a provision which comes closest valid to the intention underlying fullest extent permitted by law. 11.5 This Licence represents the invalid provisionentire agreement and understanding between the parties and supersedes any previous agreement relating to the subject matter of this Licence. Contractor shall comply with the statutes, regulations, Executive Orders Each party hereby acknowledges and policies incorporated agrees that in entering into this Contract to the extent that such statutesLicence, regulationsit has not relied on, Executive Orders and/or policies are applicable to Contractor and shall have no remedy in connection with its Performance under this Contract. crespect of, any statement, representation, warranty or understanding (whether negligently made or not) The failure at of any time by either person (whether party to this Contract to require Performance by the Licence or not) other party of any provision hereof shall not affect than as expressly set out in any way the full right to require such Performance at any time thereafterthis Licence. The failure only remedy available to it for breach of either party this Licence shall be for breach of contract under the terms of this Licence. 11.6 English law governs this Licence and the parties submit to enforce or pursue a right or remedy shall not constitute a waiver the non-exclusive jurisdiction of the right or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving partyEnglish courts. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractor. g) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

General Provisions. ‌ (a) Section headings Consultant agrees and document titles used understands that nothing in this Contract Agreement shall confer any right with respect to continuation of engagement by Company, nor shall it interfere in any way with Consultant’s right or Company’s right to terminate Consultant’s engagement at any time, with or without cause. (b) The validity and construction of this Agreement or any of its provisions shall be determined under the laws of the State of New York, United States of America, without giving effect to its conflicts of laws provisions, and without regard to its place of execution or its place of performance. The parties irrevocably consent and agree to the exclusive jurisdiction of the courts of the State of New York located in the County of New York and to service of process for it and on its behalf by certified mail, for resolution of all matters involving this Agreement or the transactions contemplated hereby. (c) This Agreement sets forth the final, complete, and exclusive agreement and understanding between Company and Consultant relating to Consultant’s relationship as a consultant to Company and the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements relating to its subject matter. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the party to be charged. (d) If one or more of the provisions in this Agreement are included deemed unenforceable by law, then the remaining provisions shall continue in full force and effect. (e) This Agreement may be assigned by Company to any successor in interest, affiliate, or any other assignee designated by Company in its sole discretion. Consultant’s responsibilities may not be assigned without Company’s prior written consent. (f) This Agreement shall be binding upon Consultant’s heirs, executors, administrators, and other legal representatives and shall be for convenience only the benefit of Company, its successors, and assigns. (g) The provisions of this Agreement shall survive the termination of Consultant’s engagement and the assignment of this Agreement by Company to any successor in interest or other assignee. (h) No waiver by Company of any breach of this Agreement shall be a waiver of any preceding or subsequent breach. No waiver by Company of any right under this Agreement shall be construed as a waiver of any other right. Company shall not be used in any substantive interpretation required to give notice to enforce strict adherence to all terms of this Contract. b) If any term or condition of this Contract is decided by a proper authority to be invalid, the remaining provisions of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provisionAgreement. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. c) The failure at any time by either party to this Contract to require Performance by the other party of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver of the right or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractor. g) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.[Signature Page Follows]

General Provisions. ‌ a) Section headings and document titles used 1. Any change in this Contract are included for convenience only and the ownership of the outstanding shares of voting common stock of Samson Resources Corporation or Samson Investment Company shall not alleviate the Company of its duty to perform under this Agreement. 2. All payments under this Agreement will be used in any substantive interpretation reduced by applicable tax and other statutory withholdings, and will be subject to applicable tax reporting, as determined by Samson. 3. Neither the execution of this Contract. b) If Agreement, nor any term or condition modification of this Contract is decided by a proper authority Agreement, nor the creation of any fund, trust or account, nor the payment of any amounts or benefits will be construed as (i) altering any other terms or conditions of Executive’s employment, (ii) giving Executive, or any person whomsoever, the right to be invalidretained in the service of Samson or any of its subsidiaries, the remaining provisions of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest or (iii) affecting or impairing Samson’s, or its subsidiaries’, ability to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. c) The failure terminate Executive’s employment at any time by either party prior to this Contract to require Performance by the other party a Change of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver of the right or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply Control (subject only to the given instanceoperative provisions of this Agreement and the Equity Plan). For the avoidance of doubt, the provisions of this Agreement and/or the Equity Plan do not, in any way, negate the employment-at-will or similar conditions of employment applicable to Executive, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or nothing contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractor. g) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor herein is an independent contractor and neither of them is, nor shall be considered intended to be, nor shall purport to act it be construed as, the other’s agent, partner, fiduciary, joint venturer, or representativea contract for employment. l) Contractor may 4. This Agreement and the Equity Plan constitute the only valid and enforceable agreement between Samson and Executive relating to Executive’s potential Severance and the receipt of benefits or payments relating to such potential Severance. Further, for the avoidance of doubt, any references to a “Change of Control Agreement” contained in Executive’s Equity Plan agreements are intended to, and shall be deemed to, reference this Agreement. Notwithstanding the foregoing, should any other agreement or plan relating to Executive’s potential Severance or the receipt of payments or benefits relating thereto be found to exist, such other agreement or plan is hereby deemed to be (i) provide any Services to any person or entity, of no force and effect and (ii) develop for itselfsuperseded in its entirety by this Agreement and the Equity Plan. 5. This Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators, heirs, distributees, devisees and legatees. If Executive should die while any amounts would still be payable to him or for othersher under this Agreement, materials all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms hereof to Executive’s designee or, if there be no such designee, to Executive’s estate. Except by will or processes including those that may be similar to those produced intestacy as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16this paragraph, 19 no right, benefit or interest of Executive under this Agreement 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 20of no effect. m6. Except as otherwise provided herein or by applicable law: (i) All references no right or interest of Executive under this Agreement will be assignable or transferable, in whole or in part, either directly or by operation of law or otherwise, including, without limitation, by execution, levy, garnishment, attachment, pledge or in any other manner and (ii) no attempted assignment or transfer thereof will be effective. When a payment is due under this Contract Agreement to Executive when Executive is unable to care for his or her affairs, payment may be made directly to his or her legal guardian or personal representative. 7. If any statuteprovision of this Agreement is held invalid or unenforceable, public act, regulation, code such invalidity or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at unenforceability will not affect any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive orderother provisions hereof, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always Agreement will be read construed and interpreted enforced as if it contained such provisions had not been included. 8. This Agreement will be governed by and construed and enforced according to the most current laws of the State of Oklahoma, without regard to conflicts of laws (to the extent not preempted by federal law, which will otherwise control). 9. This Agreement’s headings and applicable wording captions are provided for reference and requirements convenience only, will not be considered part of such statutethis Agreement, public act, regulation, code or executive order as if their most current language had been used and will not be employed in and requirements incorporated into the construction of this Contract at the time of its executionAgreement.

General Provisions. ‌ a(A) Section headings The FPT Initiator shall give the FPT Acceptor not less than thirty (30) days’ prior written notice of any Financial Partner Transaction (the “FPT Notice”). The FPT Notice shall describe, in reasonable detail, the proposed Financial Partner Transaction and document titles used in this Contract are included for convenience only and shall Financial Partners or, if the Financial Partners have not been identified, a description of the types of individuals or entities who will be used in any substantive interpretation of this Contractinvited to become Financial Partners. b(B) If The FPT Initiator shall provide any term additional information that the FPT Acceptor may reasonably request concerning the proposed Financial Partner Transaction prior to the implementation of a Financial Partner Transaction, including descriptions of proposed transaction documents or condition (in the discretion of this Contract is decided by a proper authority the FPT Initiator, and if available) copies of the final drafts thereof, such request to be invalidmade no later than one (1) week following its receipt of the FPT Notice. After the implementation of a Financial Partner Transaction, the remaining provisions FPT Initiator shall provide the FPT Acceptor with any additional information that the FPT Acceptor may reasonably request concerning such Financial Partner Transaction, including copies of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated final versions of any material agreements or instruments that are entered into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contractsuch Financial Partner Transaction (other than undertakings regarding confidentiality, which shall be provided only as set forth in Article 23.15. c1). Any information provided concerning a Financial Partner Transaction, whether in the FPT Notice or further to a subsequent request, shall be treated as Confidential Information for purposes of this Agreement. (C) The failure at any time by either party to this Contract to require Performance by the other party of any provision hereof Parties shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver of the right or remedy itself, unless such a waiver is expressed in writing cooperate and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except take all action as may be reasonably requested by the FPT Initiator, in order to implement the proposed Financial Partner Transaction, including the signature and performance of any required agreements or instruments. (D) Unless otherwise required by applicable law and judicial practice or otherwise agreed in writing, no Financial Partner shall be a party to any litigation, arbitration or settlement relating to any dispute under the License Agreement and the sole parties to any such dispute shall be the Parties, the Master SPV and the respective Issuer SPV, as the case may be, and no Financial Partner shall have rights or obligations under this Agreement, except as expressly provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of ContractorArticle 23.15. g(E) Contractor represents and warrants that it The FPT Initiator shall not, without prior written consent from be authorized to provide to the Lead State Financial Partner (or, if applicablethere is more than one Financial Partner, Participating Entity, make any reference to a single representative [***] Certain information in this document has been omitted and submitted separately to the Purchasing Entity or the State in any of Contractor's advertising or news releasesSecurities and Exchange Commission. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes Confidential treatment has been requested separately with respect to the services provided by Contractor hereunderomitted portions. The Contractor shall not be responsible fordesignated for this purpose who may distribute such information to Financial Partners) copies of any notices of default or termination under the Agreement, among other thingsprovided, however that the performance of recipient enters into, prior to disclosure, a confidentiality undertaking in substantially the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereundersame form as Annex 06 hereto. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.”

General Provisions. ‌33.1 Each party hereby agrees to indemnify the other party from and against any real estate brokerage commissions or other such obligations incurred by the indemnifying party as a result of the negotiation or execution of this Lease. a) Section headings and document titles used 33.2 In case any one or more of the provisions contained in this Contract are included Lease shall for convenience only and shall not any reason be used in any substantive interpretation of this Contract. b) If any term or condition of this Contract is decided by a proper authority held to be invalid, the remaining provisions of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutesillegal or unenforceable in any respect, regulationssuch invalidity, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. c) The failure at any time by either party to this Contract to require Performance by the other party of any provision hereof illegality or unenforceability shall not affect in any way the full right to require other provisions of this Lease, but this Lease shall be construed as if such Performance at any time thereafter. The failure of either party to enforce invalid, illegal or pursue a right or remedy shall unenforceable provisions had not constitute a waiver been contained herein. 33.3 Time is of the right or remedy itself, unless such a waiver is expressed in writing essence of each and signed by a duly authorized representative all of the waiving partyagreements, covenants and conditions of this Lease. d) In any case where 33.4 Whenever in this Lease the consent or approval of either party Lessor or Lessee is required or permitted, the party requested to be obtained under this Contract, give such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, act promptly and shall not be deemed to be a unreasonably withhold its consent to, or approval of, any subsequent like act or inaction by of approval. 33.5 At the request of either party, Lessor and Lessee will execute, acknowledge and record in the Deed Records of the County of Multnomah a Short Form Lease. e) 33.6 The Purchasing Entity shall captions used herein are for convenience only and are not remove a part of this Lease and do not in any way limit or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverableamplify the terms and provisions hereof. f) Except as may be otherwise provided for in this Contract, 33.7 In the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession event of any Deliverable action or proceeding at law or in equity between Lessor and Lessee to which Contractor retains title without the prior written consent enforce any provision of Contractor. g) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents this Lease or to take protect or establish any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly right or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right remedy of either party hereunder, the unsuccessful party to solicit such litigation shall pay to the prevailing party all costs and expenses, including reasonable attorneys’ fees incurred therein by such prevailing party, and if such prevailing party shall recover judgment in any such action or recruit generally proceeding, such costs, expenses and attorneys’ fees shall be included in the mediaand as a party of such judgment. j) The Purchasing Entity 33.8 This Lease shall cooperate be interpreted in accordance with Contractor in and governed by the Performance by Contractor laws of the services hereunderState of Oregon. The language in all parts of this lease shall be, includingin all cases, (i) providing Contractor with adequate working space, equipment construed according to its fair meaning and facilities not strictly for or against Lessor or Lessee. 33.9 This instrument constitutes the entire agreement between Lessor and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes Lessee with respect to the services provided by Contractor hereundersubject matter hereof and supersedes all prior offers and negotiations, oral and written. The Contractor shall This Lease may not be responsible amended or modified in any respect whatsoever except by an instrument in writing signed by Lessor or Lessee. 33.10 No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity. 33.11 This Lease may be executed in counterparts and when so executed by each of the parties hereto all of such counterparts taken together shall constitute an entire agreement. 33.12 Lessor and Lessee understand and agree that this Lease is what is commonly known in the business as a ground lease which is also a “net, net, net Lease.” Lessee recognizes and acknowledges, without limiting the generality of any other terms or provisions of this Lease, that it is the intent of the parties hereto that any and all rentals in this Lease provided to be paid by Lessee to Lessor, shall be net to Lessor, and any and all expenses incurred in connection with the Premises, or in connection with the operations therein or thereon, including any and all taxes, assessments, general or special license fees, insurance premiums, general or special license fees, insurance premium, public utility bills, and costs of repair, maintenance and operation of the premises, including any and all buildings, structures, permanent fixtures and other improvements comprised therein, together with the appurtenances thereto, shall be paid by Lessee, in addition to the rentals herein provided for, among other things, the performance of the Purchasing Entity’s personnel as its sole and agents, exclusive proper costs and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunderexpenses. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

General Provisions. ‌ (a) Section headings and document titles used in this Contract are included for convenience only and Tenant shall not be used in any substantive interpretation of this Contract. bnot, directly or indirectly, voluntarily or involuntarily (i) If any term or condition of this Contract is decided by a proper authority to be invalid, the remaining provisions of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. c) The failure at any time by either party to this Contract to require Performance by the other party of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver of the right or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alterpledge, relocate encumber or give up possession otherwise transfer this Lease or any of its rights hereunder, (ii) sublet the Premises or any Deliverable to which Contractor retains title part thereof, or permit the use of the Premises or any part thereof by any persons other than Tenant or its employees, agents and invitees, (iii) permit the assignment or other transfer of this Lease or any of Tenant's rights hereunder by operation of law or otherwise, or (iv) change the restaurant concept in the Premises from the S & W Concept, in each case without the prior written consent of ContractorLandlord, which consent, subject to the other provisions of this Paragraph 25, shall not be unreasonably withheld, conditioned or delayed. Tenant shall reimburse Landlord for its reasonable attorney's fees incurred in reviewing any requested consent, whether or not consent is ultimately given. g(b) Contractor represents The consent by Landlord to any change in restaurant concept or to assignment, subletting or transfer to any person is not to be construed as a waiver or release of Tenant from any provision of this Lease nor as a waiver of the necessity for such consent in a subsequent instance. In the event of any change in restaurant concept at the Premises or assignment, subletting or other transfer, Tenant shall remain fully liable as a principal and warrants that it not as a guarantor or surety under this Lease. Neither an assignment, subletting or other transfer or change in restaurant concept at the Premises nor the collection of rent by Landlord from any person other than Tenant, nor the application of any such rent as provided in this Paragraph, shall notbe deemed a waiver of any of the provisions of this Paragraph or release Tenant from its obligation to comply with the provisions of this Lease, and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease. If this Lease is assigned, whether or not in violation of the provisions of this Lease, Landlord may collect rent from the assignee. If the Premises or any part thereof is sublet, Landlord may, upon an Event of Default by Tenant hereunder, collect rent from the subtenant. In either event, Landlord may apply the amount collected from the assignee or subtenant to Tenant's monetary obligations hereunder. For purposes of this paragraph, a transfer or transfers of fifty percent (50%) or more in interest of Tenant (whether interests in a limited liability company, stock, partnership interest or other form of ownership or control) by any person or persons having an interest in ownership or control of Tenant, or the merger of Tenant into another organization after which merger Tenant shall not be the surviving entity, shall be deemed an assignment of this Lease for which the Landlord's consent must be obtained. The initial public offering of Tenant's stock or the transfers of publicly traded shares of stock in Tenant made in the ordinary course, and not as a part of any takeover attempt, merger, consolidation, capital or similar transaction or other transaction intended to effect a change in the operating control of Tenant, shall not constitute a prohibited assignment or transfer for purposes of this Paragraph 25. Any lawful levy or sale or execution or other legal process shall be classified as an assignment within the meaning of this Lease, as shall be an adjudication in bankruptcy, voluntary or involuntary, or an appointment of a receiver by a state or Federal Court, or insolvency of Tenant, or the execution of a deed or other instrument for the benefit of creditors. Any assignment, subletting, transfer or change in restaurant concept at the Premises without Landlord's prior written consent from shall, at Landlord's option, be void and shall constitute an Event of Default under this Lease entitling Landlord to terminate this Lease and to exercise all other remedies available to Landlord under this Lease or at law or in equity. (c) Notwithstanding the Lead State provisions of subsection (a) of this Paragraph, Landlord shall not unreasonably withhold, delay, or condition its consent to a proposed assignment or subletting of the Premises or change in restaurant concept at the Premises by Tenant provided all of the following conditions, are satisfied in Landlord's reasonable discretion (the "Transfer Conditions"): (i) No Event of Default exists under this Lease and no event exists which may become an Event of Default with the giving of notice or the passage of time or both; (ii) Landlord receives at least thirty (30) days' prior written notice of Tenant's intention to assign, sublet, or transfer or change in the restaurant concept at the Premises; (iii) The proposed assignee or subtenant provides Landlord with satisfactory and realistic annualized sales projections indicating Gross Receipts at least equal to the highest annual Gross Receipts generated by Tenant during the preceding three (3) Lease Years of the Term or, if applicablein the case of a change in the restaurant concept at the Premises, Participating Entitythe reasonably estimated annual sales projections of Gross Receipts expected to be generated by Tenant using the new restaurant concept at the Premises; (iv) The proposed assignee or subtenant is experienced in, make any reference and has a track record of, successful operation of "white table cloth" restaurants (as such term is commonly understood in the District of Columbia restaurant trade) similar to Tenant's business in the Premises (but not necessarily limited to the Purchasing Entity same cuisine as the initial tenant), has a good reputation in the restaurant industry, will maintain the same level of service and usage, and is not an entity to which Landlord or an affiliate of Landlord has made a prior decision not to lease space in its buildings or with which Landlord has had adverse dealings; (v) The proposed use of the Premises complies with the provisions of Paragraph 11.1 and have a decor and physical layout that is consistent with the aesthetics and first-class quality of the then-existing Premises; (vi) The proposed assignee or subtenant is not a party by whom any suit or action could be defended on the grounds of sovereign or diplomatic immunity; (vii) The proposed subtenant or assignee has sufficient financial strength to satisfy all of its rental and other obligations under this Lease; (viii) Tenant or the State proposed assignee or subtenant submits to Landlord sufficient information upon which Landlord can reasonably base an informed judgment on the above criteria, including, in any of Contractor's advertising or news releases. Without addition to such permissionother information as Landlord shall require, the Contractor may only name name, business experience, financial position (including, without limitation, its most recent audited financial statements), and business references (including any landlords in other locations) of the Lead Stateproposed subtenant or assignee, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor description of the proposed transaction which shall execute include any and all documents relating thereto, the consideration to be delivered to Tenant for the assignment or to take sublease, and the identity of any actions which partners, members, or principals of subtenant or assignee who may be reasonably necessary involved in such a transaction, regardless of whether it is the intention of such parties to perfect actively participate in the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel operation of the other Premises, the identity of any broker entitled to a commission in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services respect of such an employee of subletting or assignment and the other party commission, if any, payable to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, informationbroker, and personnel any other information reasonably requested by Landlord; and (ix) Tenant shall deliver a copy of any proposed assignment or sublease with the Purchasing Entity; notice referred to in subparagraph (ii) providing experienced above for approval by Landlord provided that: (a) any such assignment shall include an assumption by the assignee, from and qualified personnel after the effective date of such assignment, of the performance and observance of the covenants, conditions and obligations to perform their assigned tasks be performed and duties observed on the part of Tenant contained in a competent and timely fashionthis Lease; (iiib) providing a stable, fully functional system infrastructure environment which will support any such sublease shall specify that such sublease shall not be further assigned nor the Deliverables Premises further sublet except in strict accordance with the provisions of this Lease and allow Contractor and shall specify that the Purchasing Entity term of such sublease shall not extend beyond one day prior to work productivelythe expiration of this Lease; and (ivc) promptly notifying Contractor any such sublease or assignment shall provide that Landlord shall be entitled, in its sole discretion, to treat said agreement as void in the event such sublessee or assignee has not obtained its liquor license(s) from the governmental authorities responsible for liquor licenses within four (4) months after such conditional transfer, notwithstanding Landlord shall have previously granted its consent thereto; and (x) Neither the proposed subtenant or assignee (as then constituted), nor any "Affiliate") (as hereinafter defined) of such party has a history of late payments, defaults, bankruptcies, court cases or other property management problems (excluding problems attributable to any issues, concerns predecessor of such assignee or disputes with respect subtenant that does not then control or have an ownership interest in such party); and (xi) The Guarantor signs and delivers to Landlord an agreement in form and substance satisfactory to Landlord wherein such Guarantor consents to the services provided by Contractor hereunderassignment, subletting or transfer or change in restaurant concept at the Premises and reaffirms its obligations under the Guaranty. The Contractor For purposes hereof, an "Affiliate" shall not be responsible formean an entity owned or controlled by, among other thingsor under common control with, whether directly or indirectly, the proposed assignee or subtenant, or an entity in which the proposed assignee or subtenant controls or has direct or indirect ownership interest. Landlord shall respond to any consent for approval to any proposed assignment or subletting or change in restaurant concept at the Premises within sixty (60) days following any request therefor, accompanied by such additional information pertaining to the proposed assignee or subtenant or the change in restaurant concept at the Premises as Landlord may reasonably request. Notwithstanding any assignment, subletting or transfer or change in restaurant concept at the Premises pursuant to this paragraph, Tenant shall remain fully and primarily liable for the payment and performance of the Purchasing Entity’s personnel and agentsof, and the accuracy and completeness compliance with, all of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality under this Lease (including, without limitation, compliance with the prohibition set forth in Sections 16, 19 and 20Paragraph 6.5.2 [last sentence]). m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

General Provisions. ‌ a) Section headings 15.1 Licensee may not assign, delegate or otherwise transfer in any manner any of its rights, obligations and document titles used in responsibilities under this Contract are included for convenience only and Agreement, without prior written consent of Licensor. Such prior written consent of Licensor, however, shall not be used necessary if the assignment or transfer is made to a corporation or other entity in any substantive interpretation of this Contract. b) If any term or condition of this Contract is decided by a proper authority to be invalid, the remaining provisions which Licensee holds at least 51% of the Contract shall be unimpaired and stockholders equity or has management control (defined as the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. c) The failure at any time by either party to this Contract to require Performance by the other party of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver appoint the chief executive officer of the right or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of corporation). If the waiving party. d) In any case where the consent or approval of either party is required to be obtained under Licensee assigns this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title Agreement without the prior written consent of Contractorthe Licensor, the Licensee shall continue to be liable for the performance by the Assignee of its obligations to Licensor under this Agreement. Licensor may, with prior written notice to Licensee, assign, delegate or otherwise transfer all or any part of its rights, obligations and responsibilities under this Agreement to a third party designated by Licensor, provided that such third-party transferee shall execute an undertaking in favour of Licensee to respect this Agreement in its entirety. g) Contractor represents 15.2 It is understood and warrants agreed by the Parties that it this Agreement does not create a fiduciary relationship between them, that Licensee shall notbe an independent contractor, without prior written consent from and that nothing in this Agreement is intended to constitute either Party an agent, legal representative, subsidiary, joint venture, employee or servant of the Lead State orother for any purpose whatsoever. 15.3 If any kind of notices, if applicableconsents, Participating Entityapprovals, make any reference or waivers are to be given hereunder, such notices, consents, approvals or waivers shall be in writing, shall be properly addressed to the Purchasing Entity Party to whom such notice, consent, approval or the State waiver is directed, and shall be either hand delivered to such Party or sent by certified mail, return receipt requested, or sent by FedEx, DHL or comparable international courier service, or by telephone, facsimile or electronic mail (in either case with written confirmation in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. hother accepted forms of notice) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract following addresses or such longer period addresses as may be required furnished by Participating Entity’s state statutethe respective Parties from time to time: If to Licensor. This Attention: Xx. Xxxxxx Xxxx 4th Fl. Shingu Bldg., 000-0, Xxxxxx-Xxxx, Xxxxxxx-Xx, Xxxxx, 000000, Xxxxx Fax: +00-0-0000-0000 If to Licensee Attention: Xx. Xxx Young-Kyu Fax: 15.4 No course of dealing or delay by a Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of any such right, power or remedy except as expressly manifested in writing by the Party waiving such right, power or remedy, nor shall the waiver by a Party of any breach by the other Party of any covenant, agreement or provision shall not restrict contained in this Agreement be construed as a waiver of the right covenant, agreement or provision itself or any subsequent breach by the other Party of either party to solicit that or recruit generally any other covenant, agreement or provision contained in the mediathis Agreement. j) The Purchasing Entity shall cooperate with Contractor in 15.5 This Agreement, including all exhibits, addenda and schedules referenced herein and attached hereto, constitutes the Performance by Contractor entire agreement between the Parties hereto pertaining to the subject matter hereof, and supersedes all negotiations, preliminary agreements, and all prior and contemporaneous discussions and understandings of the services hereunderParties in connection with the subject matter hereof. 15.6 This Agreement shall be written in English and all disputes on the meaning of this Agreement shall be resolved in accordance with English version of this Agreement. 15.7 This Agreement may be amended only upon the execution of a written agreement between Licensor and Licensee that makes specific reference to this Agreement. 15.8 This Agreement shall be governed by and construed in accordance with the laws of Korea. 15.9 Any controversy or claim arising out of or in relation to this Agreement shall be finally settled through the proper courts in Korea. 15.10 If any section, includingsubsection or other provision of this Agreement or the application of such section, (i) providing Contractor with adequate working spacesubsection or provision, equipment and facilities and timely access to datais held invalid, informationthen the remainder of the Agreement, and personnel the application of the Purchasing Entity; (ii) providing experienced and qualified personnel such section, subsection or provision to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns persons or disputes circumstances other than those with respect to the services provided by Contractor hereunder. The Contractor which it is held invalid shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunderaffected thereby. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

General Provisions. ‌ a) 15.2.1. Section headings and document titles used in this Contract Agreement are included for convenience only and shall not be used in any substantive interpretation of this ContractAgreement. b) 15.2.2. If any term or condition of this Contract Agreement is decided by a proper authority to be invalid, the remaining provisions of the Contract Agreement shall be unimpaired and the invalid provision shall be replaced by a provision which which, being valid, comes closest to the intention underlying the invalid provision. 15.2.3. Contractor shall comply with the statutesThe terms of this Agreement (including, regulationswithout limitation, Executive Orders rates and policies incorporated into this Contract pricing), are at least as favorable to the extent that State as Contractor offerings to any other state or local government customer for the same or similar products and Services. If during the Term of this Agreement Contractor provides more favorable terms to another such statutescustomer, regulations, Executive Orders and/or policies are applicable this Agreement shall thereupon be deemed amended to Contractor in connection with its Performance under this Contractprovide same to the State. c) 15.2.4. The failure at any time by either party to this Contract Agreement to require Performance performance by the other party of any provision hereof shall not affect in any way the full right to require such Performance performance at any time thereafter. The failure of waiver by either party to enforce or pursue of a right or remedy breach of any provision shall not constitute a waiver of the right or remedy itselffuture performance of such provision, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) 15.2.5. In any case where the consent or approval of either party is required to be obtained under this ContractAgreement, such consent or approval shall not be unreasonably withheld or delayeddelayed at no cost or charge to the other party. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either party. e) 15.2.6. The Purchasing Entity shall State agrees not to remove or destroy any proprietary markings or proprietary legends placed upon or contained within any DeliverableLicensed Software. f) Except as may be otherwise 15.2.7. If the State desires to obtain a version of the Licensed Software that operates under an operating system not specified in the Schedule of Services, Contractor shall provide the State with the appropriate version of the Licensed Software, if available, on a 60-day trial basis without additional charge, provided the State has paid all applicable maintenance and support charges then due for in this Contractsuch Licensed Software. At the end of the 60-day trial period, the Purchasing Entity shall not assignState must elect one of the following three options: 15.2.7.1.1. the State may retain and continue to use the old version of the Licensed Software and return the new version to Contractor; or, 15.2.7.1.2. the State may retain and use the new version of the Licensed Software and return the old version to Contractor, mortgageprovided that any difference in the applicable license fee and maintenance and support charge for the new version and such fee and charge for the old version is paid or refunded to the appropriate party; or, 15.2.7.1.3. the State may retain and use both versions of the Licensed Software, alter, relocate or give up possession provided Department pays Contractor the applicable license fees and maintenance and support charges for both versions of any Deliverable to which Contractor retains title without the prior written consent of ContractorLicensed Software. g) 15.2.8. Contractor represents covenants and warrants agrees that it shall will not, without prior written consent from the Lead State or, if applicable, Participating EntityState, make any reference to the Purchasing Entity Department or the State in any of Contractor's advertising or news releases. 15.2.8.1. Without such permissionNo advertising, sales promotion or other materials of the Contractor or any Contractor Parties may identify or reference this Agreement, or the State or the Department in any manner without obtaining the State's prior written consent. 15.2.8.2. As a condition of entering into this Agreement, the Contractor may only name agrees that it shall refrain from the Lead following, absent the State's prior written approval: (a) making any statement to the media regarding the subject matter of the RFP or this Agreement; or (b) making any statement to the media on any issue which is in the State's judgment likely to cause the Contractor or State staff to be viewed as anything other than neutral with respect to the subject matter of the RFP or this Agreement, Participating Entities and Purchasing Entities as a specific citation within proposals it submitsor cast doubt on the competence or integrity of the State. h) 15.2.8.3. Failure to comply with this sub-section by the Contractor shall constitute a material breach and, without limiting any other remedies the State may have, shall entitle the State to terminate this Agreement for default, without penalty. 15.2.9. Contractor agrees to execute any and all additional documents or and to take any actions which may be reasonably necessary to perfect fully effectuate the rights granted terms and conditions of this Agreement. 15.2.10. The State, the Department, the Department of Information Technology, the Connecticut Attorney General, and any of their duly authorized representatives, shall have access to any books, documents, papers and Records of the Contractor, which are directly pertinent to the Purchasing Entity in Section 16work to be performed under this Agreement, for the purpose of making audits, examinations, excerpts and transcriptions. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

General Provisions. ‌ (a) Section headings This Agreement shall be construed and document titles used enforced in accordance with and governed by the laws of the State of Georgia. This Agreement represents the entire agreement between the parties with respect to the repurchase of the Covered Securities by the Company and the other transactions contemplated hereby and may be modified or amended only in a writing signed by all parties hereto; provided, however, that any such modification or amendment by the Company shall require the approval or consent of a majority of the then serving independent directors of the Company. (b) It is expressly agreed between the parties that money damages are inadequate to compensate the Company for the Covered Securities and that the Company shall, upon proper exercise of the Repurchase Option, be entitled to specific enforcement of its rights to purchase and receive said Covered Securities. (c) This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Facsimile transmission of signatures shall be deemed originals. (d) Any notice, demand or request required or permitted to be given pursuant to the terms of this Contract are included for convenience only Agreement shall be in writing and shall not be used deemed given when delivered personally or deposited in any substantive interpretation the U.S. mail, first class, certified or registered, return receipt requested, with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end of this ContractAgreement or such other address as a party may designate by notifying the other in writing. b(e) If Neither the Company nor the Owner shall have the right to assign any term of its rights or condition obligations pursuant to this Agreement without the prior written consent of the other party; provided, however, that any such assignment by the Company shall require the consent of a majority of the then serving independent directors of the Company. This Agreement shall be assumed by and shall be binding upon any successor to the Company. To the extent the Company completes a reorganization where the Common Stock is exchanged for securities of a newly formed holding company of the Company, the obligations of the Company under this Agreement shall then become the obligations of the newly formed holding company of the Company, and the securities of the newly formed holding company issued in exchange for the Covered Securities shall be subject to this Agreement. (f) Any party’s failure to enforce any provision or provisions of this Contract is decided by a proper authority to be invalidAgreement, except for the remaining provisions of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. c) The failure at any time by either party to this Contract to require Performance exercise by the other party Company of any provision hereof its Repurchase Option set forth in Section 1(b), shall not affect in any way be construed as a waiver of any such provision or provisions, nor prevent the full right to require such Performance at any time thereafterparty thereafter from enforcing each and every other provision of this Agreement. The failure of either party to enforce or pursue a right or remedy rights granted the parties herein are cumulative and shall not constitute a waiver of any party’s right to assert all other legal remedies available to it under the right circumstances. (g) The Company and the Owner agree, upon request, to execute any further documents or remedy itselfinstruments necessary or desirable to carry out the purposes or intent of this Agreement. (h) The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, unless such a waiver is expressed in writing this Agreement shall be construed as it was drafted jointly by the parties hereto, and signed no presumption or burden of proof shall arise favoring or disfavoring any party hereto by a duly authorized representative virtue of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession authorship of any Deliverable to which Contractor retains title without the prior written consent of Contractor. g) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination provisions of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the mediaAgreement. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

General Provisions. ‌ a) Section headings and document titles used 14.1 Neither party may waive or release any of its rights or interests in this Contract are included for convenience only and shall not be used Agreement except in any substantive interpretation of this Contract. b) If any term or condition of this Contract is decided by a proper authority to be invalid, the remaining provisions of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. c) The failure at any time by either party to this Contract to require Performance by the other party of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafterwriting. The failure of either party to enforce or pursue assert a right hereunder or remedy to insist upon compliance with any term or condition of this Agreement shall not constitute a waiver of that right by that party or excuse a similar subsequent failure to perform any of these terms or conditions by the right or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving other party. d) In 14.2 This Agreement constitutes the entire agreement between the parties relating to the subject matter of the Licensed Patent Rights, Licensed Products and Licensed Processes, and all prior negotiations, representations, agreements, and understandings are merged into, extinguished by, and completely expressed by this Agreement. 14.3 The provisions of this Agreement are severable, and in the event that any case where provision of this Agreement shall be determined to be invalid or unenforceable under any controlling body of law, this determination shall not in any way affect the consent validity or approval enforceability of the remaining provisions of this Agreement. 14.4 If either party desires a modification to this Agreement, the parties shall, upon reasonable notice of the proposed modification by the party desiring the change, confer in good faith to determine the desirability of the modification. No modification shall be effective until a written amendment is signed by the signatories to this Agreement or their designees. 14.5 The construction, validity, performance, and effect of this Agreement shall be governed by Federal law as applied by the Federal courts in the District of Columbia.. 14.6 All Agreement notices required or permitted by this Agreement shall be given by prepaid, first class, registered or certified mail or by an express/overnight delivery service provided by a commercial carrier, properly addressed to the other party at the address designated on the following Signature Page, or to another address as may be obtained under this Contract, such consent designated in writing by the other party. Agreement notices shall be considered timely if the notices are received on or approval before the established deadline date or sent on or before the deadline date as verifiable by U.S. Postal Service postmark or dated receipt from a commercial carrier. Parties should request a legibly dated U.S. Postal Service postmark or obtain a dated receipt from a commercial carrier or the U.S. Postal Service. Private metered postmarks shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative acceptable as proof of that party. Such consent or approval shall apply only to the given instance, and timely mailing. 14.7 This Agreement shall not be deemed to be a consent to, assigned or approval of, any subsequent like act or inaction otherwise transferred by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title Licensee without the prior written consent of ContractorPHS, which consent will not be unreasonably withheld. Licensee acknowledges the applicability of 41 U.S.C. s. 15, the Anti-Assignment Act, to this Agreement. The Parties agree that the identity of the Parties is material to the formation of this Agreement and that the duties under this Agreement are nondelegable. g14.8 Licensee agrees in its use of any PHS-supplied biological materials that are supplied under this Agreement to comply with all applicable statutes, regulations, and guidelines, including PHS and HHS regulations and guidelines. Licensee agrees not to use such biological materials for research involving human subjects or clinical trials in the United States without complying with 21 CFR Part 50 and 45 CFR Part 46. Licensee agrees not to use such biological materials for research involving human subjects or clinical trials outside of the United States without notifying PHS, in writing, of the research or trials and complying with the applicable regulations of the appropriate national control authorities. Written notification to PHS of research involving such biological materials and human subjects or clinical trials outside of the United States shall be given no later than sixty (60) Contractor represents days prior to commencement of the research or trials. 14.9 Licensee acknowledges that it is subject to and warrants agrees to abide by the United States laws and regulations (including the Export Administration Act of 1979 and Arms Export Control Act) controlling the export of technical data, computer software, laboratory prototypes, biological material, and other commodities. The transfer of these items may require a license from the appropriate agency of the U.S. Government or written assurances by Licensee that it shall not, not export these items to certain foreign countries without prior approval of this agency. PHS neither represents that a license is or is not required or that, if required, it shall be issued. 14.10 Licensee agrees to xxxx the Licensed Products or their packaging sold in the United States with all applicable U.S. patent numbers and similarly to indicate “Patent Pending” status. All Licensed Products manufactured in, shipped to, or sold in other countries shall be marked in a manner to preserve PHS patent rights in those countries. 14.11 By entering into this Agreement, PHS does not directly or indirectly endorse any product or service provided, or to be provided, by Licensee whether directly or indirectly related to this Agreement. Licensee shall not state or imply that this Agreement is an endorsement by the Government, PHS, any other Government organizational unit, or any Government employee. Additionally, Licensee shall not use the names of NIH, FDA, PHS, or HHS or the Government or their employees in any advertising, promotional, or sales literature without the prior written consent approval of PHS. 14.12 The parties agree to attempt to settle amicably any controversy or claim arising under this Agreement or a breach of this Agreement, except for appeals of modifications or termination decisions provided for in Article 13. Licensee agrees first to appeal any unsettled claims or controversies to the designated PHS official, or designee, whose decision shall be considered the final agency decision. Thereafter, Licensee may exercise any administrative or judicial remedies that may be available. 14.13 Nothing relating to the grant of a license, nor the grant itself, shall be construed to confer upon any person any immunity from or defenses under the antitrust laws or from a charge of patent misuse, and the acquisition and use of rights pursuant to 37 CFR Part 404 shall not be immunized from the Lead State oroperation of state or Federal law by reason of the source of the grant. 14.14 Any formal recordation of this Agreement required by the laws of any Licensed Territory as a prerequisite to enforceability of the Agreement in the courts of any foreign jurisdiction or for other reasons will be carried out by Licensee at its expense, if applicableand appropriately verified proof of recordation will be promptly furnished to PHS. 14.15 Paragraphs 4.3, Participating Entity8.1, make 9.5-9.7, 9.9, 12.1-12.6, 13.9, 13.10, and 14.12 of this Agreement shall survive termination of this Agreement. 14.16 The terms and conditions of this Agreement shall, at PHS’ sole option, be considered by PHS to be withdrawn from Licensee’s consideration and the terms and conditions of this Agreement, and the Agreement itself to be null and void, unless this Agreement is executed by the Licensee and a fully executed original is received by PHS within sixty (60) days from the date of PHS signature found at the Signature Page. For PHS: [***] 8-8-08 [***] Date Director, Division of Technology Development and Transfer Office of Technology Transfer National Institutes of Health Mailing Address for Agreement notices: Chief, Monitoring & Enforcement Branch, DTDT Office of Technology Transfer National Institutes of Health 0000 Xxxxxxxxx Xxxxxxxxx, Xxxxx 000 Xxxxxxxxx, Xxxxxxxx 00000-0000 U.S.A. For Licensee (Upon, information and belief, the undersigned expressly certifies or affirms that the contents of any reference statements of Licensee made or referred to in this document are truthful and accurate.): by: [***] August 12, 2008 Signature of Authorized Official Date [***] Printed Name CEO and President Title I. Official and Mailing Address for Agreement notices: BN ImmunoTherapeutics 0000 Xxxxxx Xxxxxx. Mountain View. CA 94043 II. Official and Mailing Address for Financial notices (Licensee’s contact person for royalty payments) Printed Name CEO and President Title Mailing Address: BN ImmunoTherapeutics 0000 Xxxxxx Xxxxxx. Mountain View, CA 94043 Email Address: [***] Phone [***] Fax: [***] Any false or misleading statements made, presented, or submitted to the Purchasing Entity or the State in Government, including any of Contractor's advertising or news releases. Without such permissionrelevant omissions, the Contractor may only name the Lead State, Participating Entities under this Agreement and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in during the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination negotiation of this Contract Agreement are subject to all applicable civil and criminal statutes including Federal statutes 31 U.S.C. §§3801-3812 (civil liability) and 18 U.S.C. § 1001 (criminal liability including fine(s) or such longer period imprisonment). Group I—Exclusive Licensed Patent Rights 1. U.S. Patent No. 6,946,133 issued September 20, 2005 and U.S. Patent Application No. 11/606,929 filed December 1, 2006, as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunderwell as all continuations, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, informationdivisionals, and personnel of the Purchasing Entity; (ii) providing experienced issued and qualified personnel to perform their assigned tasks pending foreign counterparts [HHS Ref. No E-062-1996/0] 2. U.S. Patent Application Nos. 60/334,669 and duties in a competent 10/497,003 filed November 30, 2001 and timely fashion; (iii) providing a stableAugust 24, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, 2004 respectively, as it has been amendedwell as all continuations, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive orderdivisionals, and notwithstanding a lack of a formal amendment to this Contractissued and pending foreign counterparts [HHS Ref. No. E-124-2001/0, this Contract shall always be read 1]; and 3. U.S. Patent No. 6,165,460 issued December 26, 2000 and interpreted U.S. Patent Application No. 09/693,121 filed October 20, 2000; as if it contained the most current well as all continuations, divisionals, and applicable wording issued and requirements of such statutepending foreign counterparts [HHS Ref. No E-200-1990/4] Group II—Nonexclusive Licensed Patent Rights 1. U.S. Patent No. 6,969,609 issued November 29, public act2005; U.S. Patent No. 7,211,432 issued May 1, regulation2007; U.S. Patent Application No. 11/723,666 filed March 21, code or executive order 2007; as if their most current language had been used in well as all continuations, divisionals, and requirements incorporated into this Contract at the time of its executionissued and pending foreign counterparts [HHS Ref. No. E-256-1998/0]; 2. U.S. Patent Application Nos. 08/686,280 filed July 25, 1996 and 08/686,281 filed July 25, 1996 as well as all continuations, divisionals, and issued and pending foreign counterparts [HHS Ref. No. E¬259-1994/3, 4]; 3. U.S. Patent Nos. 6,893,869, 6,548,068 and 6,045,802 issued May 17, 2005, April 15, 2003 and April 4, 2000 respectively, as well as issued and pending foreign counterparts [HHS Ref. Nos. E-260-1994/1-US-03, US-02, US-01]; and U.S. Patent. Application No. 11/090,686 filed March 8, 2005 [HHS Ref. No E-260-1994/1-US-04]; 4. U.S. Patent Application Nos. 60/211,717 and 10/297,168 filed June 15, 2000 and August 16, 2003 respectively, as well as all continuations, divisionals, and foreign counterparts [HHS Ref. No. E-187-2000/0]; 5. U.S. Patent Application Nos. 60/448,591 and 10/543,944 filed February 20, 2003 and February 20, 2004 respectively, as well as all continuations, divisionals, and issued and pending foreign counterparts [HHS Ref. No. E-028-2007/0]; 6. U.S. Patent No. 6,699,475 issued March 2, 2004, as well as all continuations, divisionals, and issued and pending foreign counterparts [HHS Ref. No. E-134-2007/0]; 7. U.S. Patent No. 5,093,258 issued March 3, 1992, as well as all continuations, divisionals, and issued and pending foreign counterparts [HHS Ref. No. E-135-2007/0]; 8. U.S. Patent Application No. 07/205,189 filed June 10, 1988, as well as all continuations, divisionals, and issued and pending foreign counterparts [HHS Ref No. E-136-2007]; 9. U.S. Patent Application No. 60/625,321 filed November 5, 2004, as well as all continuations, divisionals, and issued and pending foreign counterparts [HHS Ref. No. E-138-2007]; and 10. U.S. Patent Application No. 07/340,052 filed April 18, 1989, as well as all continuations, divisionals, and issued and pending foreign counterparts [HHS Ref. No. E-147-2007].

General Provisions. ‌ a) Section headings and document titles used in this Contract are included for convenience only and shall not be used in any substantive interpretation Severable Provisions—The provisions of this Contract. b) If Debenture are severable and if any term one or condition of this Contract is decided by a proper authority more provisions may be determined to be invalidjudicially unenforceable, in whole or in part, the remaining provisions shall, never the less, be binding and enforceable. Binding Agreement—The rights and obligations under this Debenture shall inure to the benefit of, and shall be binding on, the successors and assigns of the Contract parties hereto. Attorneys' Fees—In any legal action arising under this Debenture, or by any asserted breach of it, the prevailing party shall be unimpaired entitled to recover all costs and expenses, including attorneys' fees, incurred in enforcing or attempting to enforce any of the invalid provision terms, covenants or conditions. This shall be replaced by a provision which comes closest include costs incurred prior to the intention underlying commencement of legal action, and all costs and expenses, including reasonable attorneys' fees, incurred in any appeal from any action brought to enforce any of the invalid provisionterms, covenants or conditions. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract Notices—Any notice to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. c) The failure at any time be given by either party under the terms of this Debenture shall be addressed to this Contract to require Performance by the other party at the address of such party's principal place of business, or at such address as either party may hereinafter designate in writing to the other. Any such notice shall be deemed to have been duly given when enclosed in a properly sealed and addressed envelope, registered or recorded, and deposited (postage and registration/recording fee prepaid) in the United Kingdom mail. Waiver—Either party's failure to enforce any provision hereof or provisions of this Debenture shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute be construed as a waiver of any such provision or provisions, or prevent that party thereafter from enforcing each and every other provision of this Debenture. Entire Agreement—This Debenture agreement supersedes any and all other agreements, either oral or in writing, between the right parties hereto and contains all the covenants and agreements between the parties. Each party to this Debenture agreement acknowledges that no representation, inducement, promise or remedy itselfagreement, unless whether oral or otherwise, has been made by any party that is not embodied herein. Nor has anyone acting on behalf of any party made such a waiver representation, inducement, promise or agreement and that any agreement, statement or promise not contained in this Debenture will be effective only if it is expressed in writing and signed by a duly authorized representative the party to be charged. Titles and Headings—Titles and headings to sections of this Debenture agreement are for the purpose of reference only and shall in no way limit, define or otherwise affect the interpretation or construction of such provisions. Governing law—The parties agree that it is their intention and covenant that this Debenture, and performance under it; that all suits and special proceedings that may ensue from its breach, be construed in accordance with, and under, the laws of the waiving party. d) In United Kingdom. Where any case where action, special, or other, proceeding may be put into effect, arising from, in connection with, or by reason of this Debenture agreement, then the consent law of the United Kingdom shall apply. United Kingdom law shall govern, to the exclusion of any other forum, without regard to the jurisdiction in which any such action or approval special proceeding may have been instituted. Assignments—This Debenture and the rights and obligations of either party is required to be obtained under this Contract, such consent or approval the parties hereto shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction assigned by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title party without the prior written consent of Contractor. g) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of and any action reporting to affect such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor assignment shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representativenull and void unless and until such consent is obtained. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

General Provisions. ‌ (a) Section headings and document titles used in this Contract are included for convenience only and This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment or performance of any liabilities is rescinded or must otherwise be returned or unwound by UBS upon insolvency, bankruptcy, or reorganization of Customer, or otherwise, all as though such payment had not be used in any substantive interpretation of this Contractbeen made. (b) If This Agreement may be terminated by either party without cause, upon thirty (30) days prior written notice; provided that UBS may terminate this Agreement with respect to any term or condition of Trading Advisor without prior notice (a “Termination Notice”). Termination will not affect any outstanding rights and obligations under this Contract is decided by Agreement concerning any Transactions entered into prior to a proper authority Termination Notice, and such rights and obligations shall continue to be invalidgoverned by this Agreement and the particular terms agreed between UBS and Customer in relation to such Transactions until all obligations have been fully performed. (c) No indulgence or concession granted by either party and no omission or delay on the part of a party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the remaining exercise of any other right, power or privilege. (d) The provisions of the Contract FX Definitions are hereby incorporated in their entirety and shall apply to all Transactions entered into or deemed to be unimpaired entered into between (i) UBS and Dealers and (ii) UBS and Customer, whether or not so stated in a confirmation of any such Transaction. Authorized Transactions and Customer Contracts are Transactions under the invalid provision relevant CP ISDA Master Agreements and any trade confirmation is a Confirmation under such CP ISDA Master Agreements. (i) Except as permitted in writing by Customer, UBS shall treat as confidential any non-public information about Company that it obtains from Company pursuant to this Agreement or otherwise about Customer’s trades, investments or financial results; provided, that UBS may disclose the information (a) that it has developed independently of Customer, (b) where required by applicable law or regulation or (c) (1) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or tribunal, or (2) for evidentiary purposes in any relevant action, proceeding or arbitration to which UBS or any of its officer, directors or shareholders or any of its affiliates or officers, directors, or shareholders of any such affiliate is a party; provided, however, that in the case of any disclosure pursuant to this sentence, UBS will give Customer at least five (5) day prior written notice of the information to be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract disclosed to the extent that such statutesnotice is reasonable, regulationspractical and permissible, Executive Orders and/or policies are applicable and will seek to Contractor obtain confidential treatment of such information by the person to whom it is disclosed. Notwithstanding the foregoing, UBS will be permitted to disclose the Confidential Information or any portion thereof upon the request of any government or regulatory body having or claiming to have authority to regulate or oversee any aspect of UBS’s business or that of its affiliates, but UBS agrees to advise them of the confidential nature of such information and request confidential treatment of such information and will give Customer at least five (5) day prior written notice of the information to be disclosed to the extent that such notice is reasonable, practical and permissible. This section is not intended to prevent UBS from disclosing its own investment performance or financial results where that information is based in connection part on corresponding information about Customer, and the recipient of the disclosure would not reasonably be able to ascertain Customer’s investment performance or financial results from the disclosure (ii) Customer hereby consents to UBS effecting such disclosure to third party dealers of Customer’s identity and the identity of its Trading Advisor, as well as information concerning the types of Transactions UBS will agree to transact with its Performance under this ContractCustomer and any restrictions to such Transactions as UBS may deem appropriate, to enable UBS to transfer Customer’s records and information, to process and execute Customer’s instructions. c(f) In the event Customer is trading Non-Deliverable FX Transactions, Non-Deliverable Currency Option Transactions and/or Exotic Options, Customer consents to the use of confirms substantially in the form of the confirmation template for each such transaction as published by The failure at any time Foreign Exchange Committee (“FXC”), the Financial Markets Lawyers Group or EMTA, as appropriate. Customer also agrees, hereby, to abide by either party to this Contract to require Performance such best practices as may be published by the other party FXC from time to time, and such recommended market practice as may be published by EMTA from time to time. (g) In the event any one or more of the provisions contained in this Agreement is held invalid, illegal, or unenforceable in any respect under the law of any provision hereof jurisdiction, the validity, legality, and enforceability of the remaining provisions under the law of such jurisdiction, and the validity, legality, and enforceability of such and any other provisions under the law of any other jurisdiction, shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce be affected or pursue a right impaired thereby. (h) No amendment, modification, or remedy shall not constitute a waiver of the right or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to this Agreement will be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid effective unless in writing and signed executed by a duly authorized representative each of that party. Such consent or approval shall apply only to the given instance, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either partyparties. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractor. g) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect The parties agree that each party may electronically record all telephonic conversations between them relating to the services provided by Contractor hereunder. The Contractor shall not subject matter of this Agreement and that any such tape recordings may be responsible forsubmitted in evidence in any suit, among other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint ventureraction, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment other proceeding relating to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its executionAgreement (“Proceedings”).

General Provisions. ‌ (a) Section headings Executive’s rights and document titles used in this Contract are included for convenience only and obligations hereunder shall not be used transferable by assignment or otherwise; provided, however, that this Agreement shall inure to the benefit of and be enforceable by Executive’s personal and legal representatives, executors, administrator, successors, heirs, distributees, devisees and legatees. If Executive should die while any amounts are still payable to Executive hereunder, all such amounts, unless otherwise provided herein, shall be paid in any substantive interpretation accordance with the terms of this Contract. b) If Agreement to Executive’s devisee, legatee or other designee or, if there be no such designee, to Executive’s estate. Nothing in this Agreement shall prevent the consolidation of the Company with, or its merger into, any term other corporation, or condition the sale by the Company of all or substantially all of its properties or assets; and this Contract is decided Agreement shall inure to the benefit of, be binding upon and be enforceable by, any successor surviving or resulting corporation, or other entity to which such assets shall be transferred. Unless otherwise agreed to by a proper authority to be invalidExecutive, the remaining provisions Company shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders business and/or policies are applicable to Contractor in connection with its Performance under this Contract. c) The failure at any time by either party to this Contract to require Performance by the other party of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver assets of the right or remedy itselfCompany, unless by agreement in form and substance satisfactory to Executive (such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required agreement not to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless ), to assume and agree to perform this Agreement in writing the same manner and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and same extent that the Company would be required to perform it if no such succession or assignment had taken place. This Agreement shall not otherwise be deemed assigned by the Company. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor or assign to be a consent to, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except its business and/or assets as may be otherwise aforesaid which executes and delivers the agreement provided for in this Contract, paragraph or which otherwise becomes bound by all the Purchasing Entity terms and provisions of this Agreement by operation of law. This Agreement shall not assign, mortgage, alter, relocate be terminated by the voluntary or give up possession involuntary dissolution of any Deliverable to which Contractor retains title without the prior written consent of ContractorCompany. g(b) Contractor represents This Agreement and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes Executive with respect to the services provided benefits of employment referred to in Paragraph 4(c) constitute the entire agreement between the parties hereto in respect of the employment of Executive by Contractor hereunderthe Company. This Agreement supersedes and replaces in its entirety all prior oral and written agreements, understandings, commitments, and practices between the parties, including, but not limited to, the Prior Employment Agreement and the Termination Agreement. (c) Executive and the Company agree that any dispute, controversy or claim between them, other than any dispute, controversy claim or breach arising under Paragraph 6 of this Agreement, shall be settled exclusively by final and binding arbitration in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (the “AAA Rules”). A neutral and impartial arbitrator shall be chosen by mutual agreement of the parties or, if the parties are unable to agree upon an arbitrator within a reasonable period of time, then a neutral and impartial arbitrator shall be appointed in accordance with the arbitrator nomination and selection procedure set forth in the AAA Rules. The Contractor arbitrator shall apply the same substantive law, with the same statutes of limitations and remedies, that would apply if the claims were brought in court. The arbitrator also shall prepare a written decision containing the essential findings and conclusions upon which the decision is based. Either party may bring an action in court to compel arbitration under this Agreement or to enforce an arbitration award. Otherwise, neither party shall initiate or prosecute any lawsuit in any way related to any claim subject to this agreement to arbitrate. Any arbitration held pursuant to this paragraph shall take place in San Francisco, California. If any proceeding is necessary to enforce or interpret the terms of this Agreement, or to recover damages for breach thereof, the prevailing party shall be entitled to reasonable attorneys’ fees and costs and disbursements, not to exceed in aggregate one percent (1%) of the net worth of the other party, in addition to any other relief to which he or it may be entitled. The Company agrees to pay the costs and fees of the arbitrator. THE PARTIES UNDERSTAND AND AGREE THAT THIS AGREEMENT CONSTITUTES A WAIVER OF THEIR RIGHT TO A TRIAL BY JURY OF ANY CLAIMS OR CONTROVERSIES COVERED BY THIS AGREEMENT. (d) The provisions of this Agreement shall be regarded as divisible, and if any of said provisions or any part hereof are declared invalid or unenforceable by a court of competent jurisdiction, the validity and enforceability of the remainder of such provisions or parts hereof and the applicability hereof shall not be responsible for, among other things, affected thereby. (e) This Agreement may not be amended or modified except by a written instrument executed by the performance Company and Executive. (f) This Agreement and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the Purchasing Entity’s personnel and agents, and the accuracy and completeness State of all data and information provided California without regard to Contractor by the Purchasing Entity for its principles of conflict of laws. (g) For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered by messenger or in person, or when mailed by United States registered mail, return receipt requested, postage prepaid, as follows: If to the performance Company: McKesson Corporation Oxx Xxxx Xxxxxx Xxx Xxxxxxxxx, XX 00000 Attention: Office of the services hereunder. k) Each General Counsel If to Executive: Jxxx X. Xxxxxxxxxx c/o McKesson Corporation Oxx Xxxx Xxxxxx Xxx Xxxxxxxxx, XX 00000 or such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of the Lead State and Contractor is an independent contractor and neither change of them is, nor address shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representativeeffective only upon receipt. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

General Provisions. ‌ a) Section headings 3.1 All Confidential Information of a Disclosing Party is and document titles used shall remain the property of the Disclosing Party. Nothing contained in this Contract are included for convenience only Agreement shall be construed as granting or conferring any rights by license or otherwise, either express, implied or by estoppel, to any Confidential Information of a Disclosing Party, or under any patent, copyright, trademark or trade secret of the Disclosing Party. 3.2 ALL CONFIDENTIAL INFORMATION FURNISHED UNDER THIS AGREEMENT IS PROVIDED BY THE DISCLOSING PARTY “AS IS, WITH ALL FAULTS.” NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, COMPLETENESS, PERFORMANCE, MERCHANTABILITY, FITNESS FOR USE, NONINFRINGEMENT OR OTHER ATTRIBUTES OF ITS RESPECTIVE CONFIDENTIAL INFORMATION. 3.3 Potential purchasers should not rely on any information contained in this memorandum or provided by Disclosing Party (or their respective staff, agents, designated representatives and attorneys) in connection herewith, whether transmitted orally or in writing as a statement, opinion, or representation of fact. Interested parties should satisfy themselves through independent investigations as they or their legal and financial advisors see fit. 3.4 Upon request by the Disclosing Party at any time, the Receiving Party shall not be used return to the Disclosing Party all copies or extracts of the Disclosing Party’s Confidential Information, in any substantive interpretation medium, and certify, in writing by an authorized officer of this Contractthe Receiving Party, the destruction of the same to the Disclosing Party. b) If 3.5 Neither party may assign or transfer this Agreement or any term of its rights hereunder or condition delegate any of this Contract is decided its obligations hereunder (whether by a proper authority to be invalidmerger, the remaining provisions operation of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. c) The failure at any time by either party to this Contract to require Performance by the other party of any provision hereof shall not affect law or in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver of the right or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. dother manner) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractorthe other party, which consent may be withheld at such party’s sole discretion. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the parties, their permitted successors and permitted assigns. g) Contractor represents and warrants that it shall not3.6 Neither party may remove, without prior written consent export or reexport from the Lead State or, if applicable, Participating Entity, make United States any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee Confidential Information of the other party or any direct product thereof except in compliance with, and with all licenses and approvals required under applicable export laws and regulations, including without limitation, those of the U.S. Department of Commerce. 3.7 Nothing in this Agreement shall be construed to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of require either party to solicit negotiate or recruit generally in enter into any business transaction with the mediaother party and any such business transaction shall be governed solely by its applicable written agreement entered into by the parties if, when and as executed by the parties. j) The Purchasing Entity 3.8 This Agreement does not create any agency or partnership relationship. 3.9 This Agreement shall cooperate with Contractor in be construed and governed by the Performance by Contractor laws of the services State of California, without giving effect to its conflicts of law principles. The parties hereby submit to the personal jurisdiction of, and agree that any legal proceeding with respect to or arising under this Agreement shall be brought solely in, the state courts of the State of California for the County of Santa Xxxxxxx or the United States District Court for the Central District of California, if such court has subject matter jurisdiction. 3.10 If any legal action or proceeding is commenced in connection with a dispute arising hereunder, including, (i) providing Contractor the prevailing party shall be entitled to recover all attorneys’ fees and costs incurred in connection with adequate working space, equipment and facilities and timely access to data, information, and personnel of such dispute. 3.11 This Agreement constitutes the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support entire agreement between the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes parties with respect to the services provided by Contractor hereundersubject matter hereof and supersedes any prior understanding and agreements between and among them respecting the subject matter hereof. The Contractor It shall not be responsible formodified except by a written agreement signed by both parties. No delay, among failure or waiver of either party’s exercise or partial exercise of any right or remedy under this Agreement shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. No waiver of any provision of this Agreement shall constitute a waiver of any other things, the performance provision(s) or of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereundersame provision on another occasion. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

General Provisions. ‌16.1 This Agreement and any dispute or claim arising out of or in connection with this Agreement (including any non-contractual dispute or claim) shall be governed by and construed in accordance with English law. The English courts shall have the exclusive jurisdiction to settle any claim, dispute or matter of difference which may arise out of or in connection with this Agreement (including any non-contractual disputes or claims). a) Section headings 16.2 This Agreement constitutes the entire agreement between the parties relating to the subject matter herein, superseding all other oral or written representations, understandings, proposals or prior agreements, and document titles used may only be modified in this Contract are included for convenience only and writing, signed by an authorized representative of each party. Parties expressly agree that any ‘click-through’ or online terms related to or embedded with the Products shall not be used binding on the parties, whether or not such terms are accepted while using or installing the products. This Agreement is not intended to create, nor should it be construed as creating, an agency, joint venture, partnership or similar relationship between the parties. Supplier will act solely as an independent contractor of FIL and neither FIL nor Supplier will have the right to act for or bind the other party in any substantive interpretation way or to represent that the other party is in any way responsible for any acts or omissions of such party. 16.3 Supplier shall not in any manner disclose, advertise or publish the fact that Supplier has furnished or contracted to furnish to any FIL Company the Product and Supplier shall not use the name, trade name or trademarks of any FIL Company in any manner in any of its advertising or marketing literature, customer lists, web sites, press releases or any other document or communication (in electronic or paper form). Under no circumstances, will any FIL Company provide any endorsements and/or recommendations of any kind to Supplier as it pertains to the Product or this Agreement. This Section will survive the expiration or termination of this ContractAgreement. b16.4 Neither party shall assign or transfer (by operation of law or otherwise) If this Agreement or any term or condition of its obligations hereunder without the other party’s express, prior written consent. Notwithstanding the foregoing, FIL may assign this Agreement to an Affiliate by providing Supplier with written notice of such assignment. The provisions of this Contract is decided by a proper authority Agreement shall be binding upon and inure to be invalidthe benefit of the respective successors and permitted assigns of each party. 16.5 In the event of any conflict between the terms set forth in this Agreement and the terms set forth in any Product Schedule, the remaining provisions of terms set forth in this Agreement shall control. 16.6 The Supplier shall deliver the Contract shall be unimpaired Products and perform its obligations under this Agreement in full compliance with all applicable laws, rules, regulations, by-laws, standards (as amended, replaced, re-enacted, consolidated, modified or extended from time to time) which are applicable to supply the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor Products and shall comply with the all applicable anti-slavery and human trafficking laws, statutes, regulations, Executive Orders regulations and policies incorporated into this Contract codes from time to time in force including but not limited to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. c) The failure at any time by either party to this Contract to require Performance by the other party of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver of the right or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractor. g) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.Modern Slavery Xxx 0000

General Provisions. ‌ a16.1 Company shall have the right to modify any of the terms or conditions of this Agreement from time to time, provided that no such modification shall take effect until the start of the next Subscription Period following Company’s notice to Customer of such modification sent no later than sixty (60) days prior to the start of such Subscription Period. Customer’s failure to object to such modification and/or terminate this Agreement pursuant to Section headings and document titles used 10.1 within thirty (30) days after its receipt of such modification notice shall constitute Customer’s acceptance of such modification. Except as set forth in this Contract are included for convenience only and shall not be used in Section 16.1, no waiver or modification of any substantive interpretation of the provisions of this Contract. b) If any term or condition of this Contract is decided by a proper authority to be invalid, the remaining provisions of the Contract Agreement shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. c) The failure at any time by either party to this Contract to require Performance by the other party of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver of the right or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid binding unless in writing and signed by a duly authorized representative of that partyeach Party. Such consent Any forbearance or approval shall apply only to delay on the given instance, and part of either Party in enforcing any of its rights under this Agreement shall not be deemed construed as a waiver of such right to enforce the same for such occurrence or any other occurrence. 16.2 This Agreement shall be a consent togoverned by, and construed in accordance with, the Law of Company’s country of incorporation, without regard to its choice of Law principles. Any litigation between the Parties concerning this Agreement shall be subject to the exclusive jurisdiction of the state or federal courts in Company’s country of incorporation. Nothing contained in this Section 16.2 shall prevent either Party from seeking injunctive relief from any court of competent jurisdiction. 16.3 Neither Party shall assign or otherwise transfer this Agreement, or approval ofdelegate any duty or assign or otherwise transfer any right hereunder, any subsequent like act or inaction including by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contractoperation of Law, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractorthe other Party in each case. Notwithstanding the foregoing, Company may freely assign or otherwise transfer this Agreement without Customer’s consent to any Affiliate or in connection with a merger, corporate reorganization or sale of all or substantially all of Company’s business or assets to which this Agreement relates. Any purported assignment or transfer in contravention of this Section 16.3 shall be null and void ab initio. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties and their respective permitted successors and permitted assigns. g16.4 Unless otherwise specified in this Agreement, any notice required or permitted to be sent under this Agreement shall be sent, in writing, by certified mail (return receipt requested), overnight courier or personal delivery, to Company or to Customer at the addresses for notices set forth in the Order Form or as changed from time to time by notice. Such notices shall be effective when received. 16.5 If any one or more of the provisions of this Agreement are for any reason held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall be unimpaired and shall remain in full force and effect, and the invalid, illegal or unenforceable provision(s) Contractor represents shall be replaced by a valid, legal and warrants enforceable provision or provisions that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference comes closest to the Purchasing Entity intent of the Parties underlying the invalid, illegal or the State unenforceable provision(s). 16.6 The headings and other captions in this Agreement are for convenience only and shall not be used in interpreting, construing, or enforcing any of Contractor's advertising the terms of this Agreement. The words “including,” “include” and “includes,” and the phrases “by way of example,” “such as” and “for example” when used in this Agreement shall each be deemed to be followed by the words “without limitation.” 16.7 This Agreement does not create or news releasesevidence a partnership, joint venture or any other fiduciary relationship between the Parties. Without such permissionThe Parties are independent, and each has sole authority and control of the Contractor manner of, and is responsible for, its performance of this Agreement. Neither Party may only name create or incur any liability or obligation for or on behalf of the Lead Stateother Party, Participating Entities and Purchasing Entities except as a specific citation within proposals it submitsdescribed in this Agreement. h) Contractor shall execute 16.8 This Agreement constitutes the entire agreement between Parties with regard to the subject matter hereof and supersedes any and all documents previous communications, whether oral or written, as well as any previous memoranda of understanding and side letters between the Parties with respect to take such subject matter. In the event of any actions which may be reasonably necessary to perfect conflict, discrepancy or inconsistency between an Order Form and this Agreement, the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel terms of the other in Order Form shall govern. Neither the course of conduct between Parties nor trade usage shall modify or alter this Agreement. 16.9 Any Order Form may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the Performance same instrument. Any Order Form may be executed and delivered by facsimile or other electronic image transmission. This Service Level Agreement (this “SLA”) forms part of the Services hereunder shall directly or indirectly employ, solicit, engage or retain Master Subscription Agreement to which it is attached (the services of such an employee “Agreement”) and sets forth certain supplemental terms and conditions applicable to the availability of the other party Subscription Services. Unless otherwise defined herein, any capitalized terms defined in the Agreement and used herein will have the same meaning specified in the Agreement. Unless otherwise specified in the applicable Order Form, this SLA applies to this Contract during Customer’s paid subscriptions to Subscription Services pursuant to an Order Form (“Covered Services”). Company shall use commercially reasonable efforts to ensure that the Covered Services will be available to Customer on a twenty-four hour, seven days a week (24x7) basis, for an average of 99.5% of the time within a given calendar quarter of Customer’s paid subscription, subject to the exclusions set forth herein (the “Availability Commitment”). If the availability for Covered Services for any calendar quarter falls below the Availability Commitment, Customer shall be entitled to a credit (“SLA Credit”) equal to a percentage of the paid subscription fees attributable to such calendar quarter, according to the following schedule and subject to the conditions set forth herein: Quarterly Availability SLA Credit 99% - 99.49% 10% of quarterly subscription fees 95% - 98.99% 15% of quarterly subscription fees Less than 95% 20% of quarterly subscription fees To be eligible for an SLA Credit, Customer is required to notify Company within three (3) business days following the occurrence of each applicable service disruption, by submitting a Support Request in accordance with the Support Services Annex. Any Service Credit will be applied by Company against future payments due for the applicable Covered Services or, at Company’s election (or if Company is unable to apply a Service Credit against future payments), a refund. Company may provide maintenance on its Term hosting environment from time to time. Company reserves 10 hours per month for scheduled maintenance purposes and 8 hours per month for a period updates. Scheduled maintenance and updates will only be performed between the hours of one year from 10 p.m. and 7 a.m., on business days or 8 p.m. and 7.a.m on weekends and holidays, in each case based on the Termination applicable deployment location time indicated at the bottom of this Contract SLA. Under certain conditions, Company may need to perform urgent or emergency preventative maintenance, such longer period as installing security patches. In such cases, Company may not be required by Participating Entity’s state statuteable to provide advance notice. This provision Service disruptions due to scheduled or emergency maintenance and updates are referred to herein as “Allowable Maintenance.” The Availability Commitment will not apply, and Customer shall not restrict be entitled to any SLA Credits or other remedies hereunder, with respect to service disruptions attributable to Allowable Maintenance, Force Majeure Events or any actions or inactions on Customer’s part (unless undertaken at Company’s express direction). Customer’s rights and remedies specified in this SLA set forth Customer’s sole and exclusive remedies, and Company’s sole and exclusive obligations, arising from or related to any failure to meet the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor Availability Commitment. USA, Virginia 22:00 7:00 Europe, Ireland 18:00 2:00 Australia 6:00 15:00 Canada 22:00 7:00 Singapore 9:00 18:00 USA, California 1:00 10:00 England, London 15:00 2:00 This Support Policy forms part of the Master Subscription Agreement to which it is attached (the “Agreement”) and sets forth certain supplemental terms and conditions applicable to Company’s provision of maintenance and support services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunderSubscription Services (“Support Services”). The Contractor Unless otherwise defined herein, any capitalized terms defined in the Agreement and used herein will have the same meaning specified in the Agreement. During the Subscription Period, Company shall not make available to Customer, at no additional charge, standard technical support as specified in this Section with respect to the Subscription Services (“Basic Support”), or Customer may purchase “business” or “premium” level support (“Business Support” or “Premium Support”) via an Order Form for an additional fee. Support Services shall only be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. kCustomer-designated employees or Consultant(s) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may who have both (i) provide any completed and passed Company’s applicable training courses with respect to the use of the Subscription Services to any person or entity, available through the xxxxx://xxxxxxx.xxxxxxx.xxx website and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced been identified as a result Customer Designated Representative in an Order Form or by email notification from Customer to xxxxxxx@xxxxxxx.xxx (the “Customer Designated Representatives”). Customer may change the Customer Designated Representative by eMail notification to xxxxxxx@xxxxxxx.xxx. Other Authorized Users shall use the Documentation and rely on the Customer Designated Representatives for their support. Company will use commercially reasonable efforts to resolve any Error reported to Company by Customer in accordance with the Support Request procedures set forth below, with fully documented and reproducible examples of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20reported problem. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

General Provisions. ‌ (a) Section headings and document titles used in this Contract are included for convenience only and The Union agrees that the Contractor shall not be used hindered or prevented from using such equipment as in the Contractor’s judgment is necessary to perform any substantive interpretation of work covered by this ContractAgreement. (b) If any term or condition of this Contract is decided by a proper authority to be invalid, the remaining provisions of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. c) The failure at any time by either party to this Contract to require Performance by the other party of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver of the right or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractor. g) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible forrequired to take any action under this Agreement, among other thingswhich is in violation of federal, state or local laws. (c) Nothing in this Agreement shall prevent the performance drivers of Contractor-owned equipment from moving from one area to another with such equipment and working in the Purchasing Entity’s personnel and agentslatter area with such equipment. (d) Under no circumstances will an employee be required or assigned to engage in any activity in violation of any applicable statute, and or court order, or government regulation relating to safety of person or equipment. (e) The Contractor will, when sanitary facilities are not otherwise available, provide temporary sanitary accommodations for the accuracy and completeness use of all data and information provided to Contractor its employees. (f) Any employee temporarily shifted by the Purchasing Entity Contractor from any classification of work to another classification of work shall be paid the rate of wage for purposes of the performance of classification, which provides the services hereunderhigher wage rate. k(g) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor It shall be considered a violation of this Agreement for the Contractor to bededuct any money from the employee’s pay or equipment rental payments except deductions required by federal or state laws, nor shall purport to act as, court order or written authorization of the other’s agent, partner, fiduciary, joint venturer, or representativeemployee. l(h) Contractor may The wage rates, hours and conditions of employment provided in this Agreement shall apply to drivers of equipment on the job site and drivers engaged in hauling equipment or materials to, form or between the job sites. (i) provide any Services When new types of equipment for which rates of pay are not established by this Agreement, rates governing such equipment shall be subject to any person negotiation between the Association and the Union. Rates agreed upon or entity, and (ii) develop for itself, or for others, materials or processes including those that may awarded shall be similar to those produced effective as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20date the equipment was put into use. (j) Employees shall not be charged for loss or damage unless clear proof of willful negligence is shown. (k) The terms and conditions of this Agreement shall be equally applicable to all employees without regard to race, creed, color, ancestry or national origin. (l) The Contractor and the Union acknowledge that they are subject to applicable laws regarding equal employment opportunity and fair employment practices and agree that they shall cooperate in taking necessary steps to comply with such laws and lawful regulations hereunder. Referral and selection of all employees shall be on the basis of qualifications without regard to race, creed, color, sex, age, religion, national origin or ancestry. (m) All references in Whenever the Contractor hires on-the-job trainees to perform work within the jurisdiction of the Union and covered under this Contract to any statute, public act, Agreement such trainees shall receive the rate of pay provided for on-the-job trainees by applicable government regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

General Provisions. ‌ aA. This MOU takes effect upon the signature of NRCS and (INSERT NAME) Section headings and document titles used in this Contract are included for convenience only and shall not remain in effect for (INSERT) years from the date of execution unless amended or terminated as set forth herein. This MOU may be used in any substantive interpretation extended or amended upon written request of either NRCS or (INSERT NAME) and the subsequent written concurrences of the other. Either NRCS or (INSERT NAME) may terminate this ContractMOU with a 30-day written notice to the other. b) If B. This MOU is not intended to, and does not create, any term right, benefit, or condition of this Contract is decided trust responsibility, substantive or procedural, enforceable at law or equity, by a proper authority to be invalidparty against the United States, the remaining provisions of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutesits agencies, regulationsits officers, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contractor any person. c) The failure at any time by either party to this Contract to require Performance by the other party of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver of the right or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractor. g) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the C. Termination of this Contract agreement will not affect individuals certified as Technical Service Providers by NRCS. Certified individuals will continue to be listed on the approved list of Technical Service Providers in accordance with the terms and conditions of their certification. X. XXXX and (INSERT NAME) and their respective officers will handle their own activities and utilize their own resources, including expenditures of their own funds in pursuing the purposes of this MOU. Each party will carry out its separate activities in a coordinated and mutually beneficial manner. E. None of the information in this MOU shall obligate either USDA or such longer period as may (INSERT NAME) to obligate or transfer any funds. Specific work projects or activities that involve the transfer of funds, services, or property among the various agencies and offices of USDA and (INSERT NAME) will require execution of separate agreements and be required contingent upon the availability of funds. Such activities must be independently authorized by Participating Entity’s state statuteappropriate statutory authority. This provision MOU does not provide such authority. Negotiation, execution, and administration of each such agreement must comply with all applicable statutes and regulations. F. Employees of NRCS shall participate in efforts under this MOU solely as representatives of the United States. To this end, they shall not restrict participate as directors, offices, employees, or otherwise serve or hold themselves out as representatives of, (INSERT NAME). They also shall not assist (INSERT NAME) with efforts to lobby Congress, or to raise money through fund-raising efforts. Further, NRCS employees shall report to their immediate supervisor any negotiations with (INSERT NAME) concerning future employment and shall refrain from participation in efforts regarding such parties until approved by the right agency. All activities under this agreement will be in compliance with the Drug-Free Workplace Act of either party to solicit 1988 (Public Law 100-690, Title V, Subtitle D). In accordance with NRCS Property Management Regulation, Temporary Regulation A-2, “The program or recruit generally activities conducted under this memorandum of understanding will be in compliance with the media. j) The Purchasing Entity shall cooperate with Contractor nondiscrimination provisions contained in the Performance by Contractor Titles VI and VII of the services hereunderCivil Rights Act of 1964, includingas amended; the Civil Rights Restoration Act of 1987 (Public Law 100-259); and other nondiscrimination statutes: namely, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel Section 504 of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stableRehabilitation Act of 1973, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance Title IX of the Purchasing Entity’s personnel and agentsEducation Amendment of 1972, and the accuracy and completeness Age Discrimination Act of all data and information provided to Contractor by the Purchasing Entity for purposes 1975. They will also be in accordance with regulations of the performance Secretary of Agriculture (7 CFR 15, Subparts A & B), which provide that no person in the services hereunder. k) Each United States shall on the grounds of the Lead State and Contractor is an independent contractor and neither of them israce, nor shall be considered to becolor, nor shall purport to act asnational origin, the other’s agentage, partnersex, fiduciaryreligion, joint venturermarital status, or representative. l) Contractor may (i) provide any Services to any person or entityhandicap be excluded from participation in, and (ii) develop for itselfbe denied the benefits of, or for others, materials be otherwise subjected to discrimination under any program or processes including those that may be similar to those produced as a result activity receiving Federal financial assistance from the Department of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20Agriculture or any agency hereof. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.”

General Provisions. ‌ (a) Section headings and document titles used in this Contract are included for convenience only and shall not be used in any substantive interpretation of this Contract. b) If any term or condition of this Contract is decided by a proper authority to be invalid, the remaining provisions of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in In connection with its Performance under this Contract. c) The failure at any time by either party to this Contract to require Performance by Agreement, each Party is an independent contractor. This Agreement establishes and will only be construed as establishing a contract for the other party provision and purchase of any provision hereof shall certain services and does not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver of the right or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and shall will not be deemed to create a joint venture, partnership, fiduciary or agency relationship between the Parties for any purpose. Each of the Parties understands and agrees that this Agreement does not create an exclusive dealings arrangement and that each of Company and Contractor may enter into similar arrangements with others to provide or be a consent toprovided the same or similar services. With respect to its own personnel, or approval of, any subsequent like act or inaction by either partyeach Party is independently responsible for all obligations incumbent upon an employer. e(b) The Purchasing Entity shall not remove Neither Party may assign its rights or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in obligations under this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title Agreement without the prior written consent of Contractorthe other Party, which consent will not be unreasonably withheld; except that either Party may assign its rights and delegate its duties under this Agreement (i) by way of merger or sale of all or substantially all of the ownership interests or assets of Contractor in one or a series of related transactions; (ii) to a subsidiary or an affiliate of Contractor upon notice to Company together with an assumption of this Agreement by such subsidiary or affiliate; or (iii) in connection with any financing. Contractor may also assign any Service Fees or other charges due under this Agreement or any Work Order to any third party, and Company, on receiving notice of any such assignment, shall abide thereby and make payment as may therein be directed. In the event of any permitted assignment of this Agreement by either Party, the designated assignee shall assume, in writing, the rights and obligations of the assigning Party under this Agreement; provided that the assigning Party shall not be released from any of its liabilities or obligations arising under this Agreement prior to such assignment. g(c) Contractor represents Any notice provided or permitted to be given under this Agreement shall be in writing, and warrants that it shall notmay be served by personal delivery, without prior written consent from the Lead State orby registered or certified U.S. mail, if applicable, Participating Entity, make any reference addressed to the Purchasing Entity party to be notified, postage prepaid, return receipt requested; or by nationally recognized delivery service. Notice deposited in the State mail in the manner hereinabove described shall be deemed to have been given and received on the date of the delivery as shown on the return receipt. Notice served in any of other manner shall be deemed to have been given and received only if and when actually received by the addressee. All notices shall be addressed as follows: If to Contractor's advertising : If to Company: Any party may, by written notice so delivered to the other party, change the address or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submitsindividual to which delivery shall thereafter be made. h(d) Contractor shall execute Notices sent by facsimile or email transmission will not be effective for any purpose under this Agreement; and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other while in the course of normal contract administration the Performance Parties may choose to use email transmissions for convenience, all notices of a legal nature or required under the terms of this Agreement (such as, but not limited to, a notice of termination of this Agreement, dispute, claim, indemnification, default, or breach or failure to make payment) must be given in accordance with Section 19(c) above. Except as otherwise set forth in Section 19(m), the Parties do not consent to conduct any of the Services hereunder transactions contemplated by this Agreement by electronic means, and electronic notices and signatures shall directly or indirectly employ, solicit, engage or retain not be effective except as provided in Section 19(m). (e) This Agreement and all Work Orders and other instruments executed in accordance herewith governed by and construed in accordance with the services of such an employee laws of the State of Delaware (except to the extent that mandatory provisions of federal law govern), without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other party to this Contract during its Term and for a period jurisdiction) that would cause the application of one year from laws of any jurisdiction other than those of the Termination State of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the mediaDelaware. j(f) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunderTHE PARTIES HERETO IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE (OR, includingIF THE COURT OF CHANCERY OF THE STATE OF DELAWARE OR THE DELAWARE SUPREME COURT DETERMINES THAT, NOTWITHSTANDING SECTION 111 OF THE DELAWARE GENERAL CORPORATION LAW, THE COURT OF CHANCERY DOES NOT HAVE OR SHOULD NOT EXERCISE SUBJECT MATTER JURISDICTION OVER SUCH MATTER, THE SUPERIOR COURT OF THE STATE OF DELAWARE) AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE STATE OF DELAWARE IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT AND ANY AND ALL WORK ORDERS AND OTHER INSTRUMENTS EXECUTED IN ACCORDANCE HEREWITH, AND HEREBY WAIVE, AND AGREE NOT TO ASSERT, AS A DEFENSE IN ANY PROCEEDING FOR INTERPRETATION OR ENFORCEMENT HEREOF OR ANY SUCH DOCUMENT THAT IS NOT SUBJECT THERETO OR THAT SUCH PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS AGREEMENT OR ANY SUCH DOCUMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS, AND THE PARTIES HERETO IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH PROCEEDING SHALL BE HEARD AND DETERMINED EXCLUSIVELY BY SUCH A DELAWARE STATE OR FEDERAL COURT. THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH DISPUTE AND AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH SUCH PROCEEDING IN THE MANNER PROVIDED IN SECTION 19(C) OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT SERVICE THEREOF. (g) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR ANY WORK ORDERS OR OTHER INSTRUMENTS EXECUTED IN ACCORDANCE HEREWITH IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY WORK ORDERS OR ANY OTHER INSTRUMENTS EXECUTED IN ACCORDANCE HEREWITH. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) providing Contractor with adequate working spaceNO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, equipment and facilities and timely access to dataEXPRESSLY OR OTHERWISE, informationTHAT SUCH OTHER PARTY WOULD NOT, and personnel of the Purchasing EntityIN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashionSUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING WAIVER; (iii) providing a stableSUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and AND (iv) promptly notifying Contractor of any issuesSUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, concerns or disputes EACH WORK ORDER AND EACH OTHER INSTRUMENT EXECUTED IN ACCORDANCE HEREWITH BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 19(G). (h) NOTWITHSTANDING ANY VERBAL OR WRITTEN WORK ORDERS, DELIVERY TICKETS OR OTHER INSTRUMENTS USED BY THE PARTIES IN CONNECTION WITH THE SERVICES, THE TERMS AND PROVISIONS OF THIS AGREEMENT SHALL CONTROL AND GOVERN ALL SERVICES. (i) This Agreement, including its appendices, exhibits and schedules, (a) constitutes the entire Agreement between the Parties with respect to the services provided by Contractor hereundersubject matter hereof, (b) supersedes any existing agreements between them whether oral or written and (c) shall control and govern all transactions between the Parties with respect to the provision of the Services. The Contractor terms of this Agreement shall only be amended, modified or supplemented as set forth herein or in a writing signed by or on behalf of both of the Parties, which writing must specifically reference and identify the provision of this Agreement to be modified and the intention to modify this Agreement must be explicitly stated. Acceptance of an Order is insufficient to amend this Agreement unless a separate writing is duly executed by all the Parties specifically amending this Agreement. (j) No failure or delay by either Party in exercising any of its rights under this Agreement shall be deemed to be waiver of that right, and no waiver by either Party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision. (k) If any term or other provision of this Agreement is found to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not be responsible foraffected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, among other thingsillegal or incapable of being enforced, the performance Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Purchasing Entity’s personnel and agents, and Parties as closely as possible in an acceptable manner to the accuracy and completeness of all data and information provided end that the transactions contemplated hereby are fulfilled to Contractor by the Purchasing Entity for purposes of the performance of the services hereunderextent possible. k(l) Each Any Party who substantially prevails (giving due consideration to all relevant circumstances and not merely to which party obtains a judgment or recovery in its favor) in asserting or defending a claim or suit arising out of the Lead State and Contractor is an independent contractor and neither of them is, nor a transaction covered by this Agreement shall be considered awarded, in addition to beall other damages allowed under law, nor shall purport to act asits costs, the other’s agentfees and expenses, partner, fiduciary, joint venturer, or representativeincluding reasonable attorneys’ fees and costs. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to This Agreement, any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this ContractAgreement or any Work Order may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original and all of which shall constitute the same instrument. The exchange of copies of this Contract shall always be read Agreement, any amendment to this Agreement or any Work Order and interpreted as if it contained of signature pages by facsimile transmission (whether directly from one facsimile device to another by means of a dial-up connection or whether otherwise transmitted via electronic transmission), by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the most current original graphic and applicable wording and requirements pictorial appearance of a document, or by a combination of such statutemeans, public actshall constitute effective execution and delivery of this Agreement, regulationsuch amendment to this Agreement or such Work Order, code or executive order as if their most current language had been applicable, as to the Parties and may be used in and requirements incorporated into lieu of an original thereof for all purposes. Signatures of the Parties transmitted by facsimile or other electronic transmission shall be deemed to be original signatures for all purposes. Minor variations in the form of signature pages of this Contract at Agreement, any amendment to this Agreement or any Work Order, including footers from earlier versions thereof, shall be disregarded in determining a Party’s intent or the time effectiveness of its executionsuch signature.

General Provisions. ‌a. Certain of our obligations will continue beyond the termination of this Agreement, including those relating to Limitations of Liability, Indemnification, and Arbitration. ab. We are not liable for delays, damages or failures in performance due to causes beyond our reasonable control, including, but not limited to, acts of a governmental body, acts of God, acts of third parties, fires, floods, strikes, work slow-downs or other labor-related activity, or an inability to obtain necessary equipment or services. c. You may not assign or otherwise transfer this Agreement in any way to any other person. We may freely assign all or any part of this Agreement with or without notice and you agree to make all subsequent payments as directed. d. Except as otherwise required by law, you and Verizon agree that the Federal Arbitration Act and the substantive laws of the state of the customer’s service address, without reference to its principles of conflicts of laws, will be applied to govern, construe and enforce all of the rights and duties of the parties arising from or relating in any way to the subject matter of this Agreement. UNLESS YOU AND VERIZON AGREE OTHERWISE, YOU AND VERIZON CONSENT TO THE EXCLUSIVE PERSONAL JURISDICTION OF AND VENUE IN AN ARBITRATION OR SMALL CLAIMS COURT LOCATED IN THE COUNTY OF THE CUSTOMER’S SERVICE ADDRESS FOR ANY SUITS OR CAUSES OF ACTION CONNECTED IN ANY WAY, DIRECTLY OR INDIRECTLY, TO THE SUBJECT MATTER OF THIS AGREEMENT OR TO THE SERVICE. Except as otherwise required by law, including state laws relating to consumer transactions, any cause of action or claim you may have with respect to the Service must be commenced within one (1) Section headings and document titles used in year after the claim or cause of action arises or such claim or cause of action is barred. e. Our failure to insist upon strict compliance with any part of this Contract are included for convenience only and Agreement shall not be used construed to be a waiver of such terms in the future. If any substantive interpretation provision of this Contract. b) If any term or condition of this Contract Agreement is decided by a proper authority determined to be invalid, illegal or unenforceable, the remaining provisions will remain in full force and effect and the unenforceable portion shall be construed as nearly as possible to reflect the original intentions of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contractparties. c) The failure at any time by either party to this Contract to require Performance by the other party of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver of the right or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractor. g) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

General Provisions. ‌ a) Section headings and document titles used 2.1 Disbursement requests - shall be based on the models provided in this Contract are included for convenience only Annex, - shall indicate the KfW reference number, - shall be numbered consecutively throughout the Project/ Programme, - shall be duly signed by the persons who have been authorized to do so by the formal representative of the Authorized Party (“Authorized Representative”) and of whom XxX has received specimen original signatures according to the model provided in Attachment A (the “Authorized Signatory/Signatories”), - and shall not be used submitted in original to KfW’s Transactions Management department (TMa). In general, XxX will only accept originally signed disbursement requests. Exceptions shall be subject to KfW’s prior consent. In case of such exceptions, the Authorized Party releases KfW from all liability regarding any substantive interpretation of this Contractdamage resulting from false transmission, due in particular to transmission errors, abuse, misunderstanding, or mistakes. b) If any term or condition of this Contract is decided by a proper authority to be invalid, the remaining provisions of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract 2.2 Except to the extent that such statutesthe Agreement, regulationsthe Separate Agreement or this Annex contain any provision to the contrary, Executive Orders and/or policies are disbursements shall be made in the currency indicated in the disbursement request to the bank account specified in the disbursement request. Notwithstanding the foregoing, if (i) the currency indicated in the disbursement request is not readily available to KfW in the amount requested, or (ii) the disbursement in the currency indicated would contravene any law or regulation applicable to Contractor KfW, KfW shall give notice to the Authorized Party and, without incurring any liability (other than in connection with its Performance under this Contract. c) the case of KfW’s gross negligence or wilful misconduct), be entitled to disregard the disbursement request. The failure at any time by either party foregoing shall be without prejudice to this Contract to require Performance by the other party of any provision hereof shall not affect in any way the full Authorized Party’s right to require such Performance at any time thereaftersubmit another disbursement request for a disbursement in Euro or the currency committed in the Agreement. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver It is the obligation of the right or remedy itself, unless such a waiver is expressed in writing Authorized Party to supply KfW with complete and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval correct bank details for disbursements including correspondent bank details if relevant. KfW shall not be unreasonably withheld liable for any damage, loss, costs or delayedliability caused by failed bank transfers including, without limitation, if the amount requested by the Authorized Party cannot be credited to the bank account specified in the disbursement request in the currency requested, or if the Authorized Party fails to indicate complete and correct bank account details in the respective disbursement request) unless such damage, loss, costs or liability was caused by KfW’s gross negligence or wilful misconduct. No If KfW determines that the information provided in the disbursement request is incomplete or incorrect, KfW is, without incurring any liability (other than in the case of KfW’s gross negligence or wilful misconduct), entitled to complete or replace the bank account details by using publicly available information (such consent or approval as Bankers Almanac for determining the correspondent bank) and/or information set out in the underlying invoice. KfW is entitled to use said account details for all further disbursements, unless a subsequent disbursement request by the Authorized Party contains new complete and correct information. If the Authorized Party requests a disbursement in a currency other than the currency committed in the Agreement (the “Foreign Currency“), KfW will debit the Project Account with the total equivalent in the currency committed of the amount expended by KfW for the procurement of the Foreign Currency (inclusive of incidental expenses). Notwithstanding the foregoing, KfW is entitled to request that the final disbursement request shall be valid for an amount in the currency committed in the Agreement. If the Authorized Party requests a payment of the equivalent of an amount denominated in one currency (the “First Currency”) in another currency (the “Second Currency”) (e.g. equivalent of USD in EUR), KfW shall, unless a clear stipulation to the contrary exists either in writing and signed the Agreement, the Separate Agreement, this Annex or the contract which forms the basis of the payment, be entitled to use a market- oriented exchange rate to convert the amount from the First Currency to the Second Currency. 2.3 KfW shall not be liable for delays caused by transferring banking institutions in the disbursement or remittance of Fund or if the Authorized Party fails to provide a duly authorized representative executed disbursement request in accordance with Article 2.2 above. If, however, KfW is responsible for any delay, its liability will, other than in cases of that party. Such consent gross negligence or approval shall apply only wilful misconduct, be limited to the given instancepayment of interest accrued. 2.4 Following each disbursement, KfW shall send a disbursement advice to the Authorized Party. Provided that an e-mail address has been communicated to KfW using the model in Attachment B, this disbursement advice shall be sent via e-mail on the payment date. If no e-mail address is provided, KfW shall send a summary of disbursement advices to the Authorized Party by regular mail on a monthly basis. 2.5 Without prejudice to provisions to the contrary in the Agreement, the Separate Agreement or this Annex, any original documentation evidencing the proper expenditure of Funds disbursed according to the provisions of this Annex (including, but not limited to invoices, certificates, etc.) shall be kept for a minimum of five years after completion of the Project/ Programme, and shall not be deemed to accessible for inspection by KfW or any third party instructed by KfW (e.g. auditors) at all times. Upon request, KfW or any third party instructed by KfW shall be a consent to, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession furnished with copies of any Deliverable to which Contractor retains title without the prior written consent of Contractorsuch documentation. g) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

General Provisions. ‌ a) Section headings The Settling Parties agree that all testimony and document titles used supporting documentation may be admitted as full exhibits for purposes of consideration of this Agreement. Agreement to admit all direct testimony without challenge does not constitute agreement by the Settling Parties that the content of the written testimony filed on behalf of the other Parties is accurate nor is it indicative of what weight, if any, should be given to the views of any witness. Furthermore, in light of the fact that they have entered into this Agreement, the Settling Parties agree to forego cross-examining witnesses regarding their pre-filed testimony and, therefore, the admission into evidence of any witness’s testimony or supporting documentation shall not be deemed in any respect to constitute an admission by any party to this Agreement that any allegation or contention in this Contract proceeding is true or false, except that the sworn testimony of any witness shall constitute an admission by such witness. This Agreement is expressly conditioned upon the Commission’s acceptance of all of its provisions without change or condition. All terms are included for convenience only interdependent, and each Settling Party’s agreement to each individual term is dependent upon all Settling Parties’ agreement with all of the terms. If such complete acceptance is not granted by the Commission, or if acceptance is conditioned in any way, the Settling Parties shall have the opportunity to amend or terminate this Settlement Agreement or to seek reconsideration of the Commission’s decision or condition. If this Settlement Agreement is terminated, it shall be deemed to be withdrawn and shall be null and void and without effect, and shall not constitute any part of the record in this proceeding nor be used for any other purpose. The Settling Parties agree to support approval of this Agreement before the Commission. The Settling Parties agree that they shall not oppose this Settlement Agreement before any regulatory agencies or courts before which this matter is brought, but shall take all such action as is necessary to secure approval and implementation of the provisions of this Settlement Agreement. The Commission’s acceptance of this Agreement does not constitute continuing approval of or precedent regarding any particular issue in this proceeding, but such acceptance does constitute a determination that, as the Settling Parties believe, the provisions set forth herein are just and reasonable. The discussions which have produced this Agreement have been conducted on the understanding that all offers of settlement and discussion relating thereto are and shall be privileged, and shall be without prejudice to the position of any party or participant representing any such offer or participating in any such discussion, and are not to be used in any substantive interpretation of this Contract. b) If any term or condition of this Contract is decided by a proper authority to be invalid, the remaining provisions of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor manner in connection with its Performance under this Contract. c) The failure at any time by either party to this Contract to require Performance by the other party of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver of the right or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and shall not be deemed to be a consent to, or approval ofproceeding, any subsequent like act further proceeding or inaction by either partyotherwise. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractor. g) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

General Provisions. ‌ a) Section headings and document titles used 30.1. Any provision in this Contract are included for convenience only Agreement which confers any rights or powers means those rights or powers as exercised by us from time to time. Those rights or powers may be exercised by the Board or by any other person acting on our behalf and shall not be used in any substantive interpretation within the scope of this Contracttheir authority. b) If any term or condition of this Contract is decided by a proper authority to be invalid, the remaining provisions of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision30.2. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. c) The failure at any time by either party to this Contract to require Performance by the other party of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver of the right or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractor. g) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any Any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public actrule, regulation, code policy, procedure or executive order shall mean such statute, public actscheme means the rule, regulation, code policy, procedure or executive orderscheme that is in force and as amended from time to time. 30.3. Any rule, respectivelyregulation, as it has been amendedpolicy, replaced procedure or superseded scheme referred to in this Agreement may be varied (in whole or part) or cancelled or terminated by us at any time. Notwithstanding We are not obliged to give any language in this Contract prior warning before making that relates variation, cancellation or termination nor are we under any obligation to such statutecompensate you for that variation, public actcancellation or termination, even if you are disadvantaged (financially or otherwise) as a result. We are not obliged to substitute a replacement rule, regulation, code policy, procedure or executive orderscheme but, if we do provide a substitute, it may be on whatever terms we consider appropriate provided always that you shall be treated no less favourably than other senior executives of comparable status to yourself under those terms. The duty of trust and notwithstanding confidence shall not extend to any exercise by us of the rights and powers contained in this clause. 30.4. If any scheme provider (not limited to an insurance company) or other third party refuses for any reason to provide any benefit which is set out in this Agreement (or to provide any benefit on terms that We consider to be reasonable) in relation to you or if applicable to your spouse, partner or children then we are not liable to make any payment; provide any replacement benefit or pay compensation in lieu of that benefit. We may in our discretion challenge any refusal (and shall not unreasonably refuse your request for such a lack of challenge) by any scheme provider or other third party to provide benefits but, if we do, it is on condition that: (a) You take all proper measures to appeal against the refusal in accordance with any applicable scheme and meet all reasonable costs associated with that appeal; (b) You co-operate fully with us and disclose all relevant personal information; (c) If required, you attend a formal amendment to this Contractmedical examination with one or more medical practitioners selected and instructed by us; and (d) You indemnify us fully against all reasonable costs, this Contract shall always be read expenses and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used claims incurred by us in and requirements incorporated into this Contract at the time of its executionconnection with challenging that refusal.

General Provisions. ‌ a) Section headings and document titles used in this Contract Agreement are included for convenience only and shall not be used in any substantive interpretation of this ContractAgreement. b) If any term or condition of this Contract Agreement is decided by a proper authority to be invalid, the remaining provisions of the Contract Agreement shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract Agreement to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance performance under this ContractAgreement. c) The failure at any time by either party to this Contract Agreement to require Performance performance by the other party of any provision hereof shall not affect in any way the full right to require such Performance performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver of the right or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this ContractAgreement, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity Department shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this ContractAgreement, the Purchasing Entity Department shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractor. g) Contractor represents and warrants that it shall will not, without prior written consent from the Lead State or, if applicable, Participating EntityState, make any reference to the Purchasing Entity Department or the State in any of Contractor's advertising or news releases. Without such permission, the The Contractor may only use the State’s and/or the Department’s name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity Department in Section 16Section14. i) Neither Purchasing Entity Department nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance performance of the Services services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract Agreement during its Term term and for a period of one year from the Termination termination or expiration of this Contract Agreement or such longer period as may be required by Participating Entity’s state State statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity Department shall cooperate with Contractor in the Performance performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing EntityState; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.;

General Provisions. ‌ a) Section headings and document titles used 14.1 Neither party may waive or release any of its rights or interests in this Contract are included for convenience only and shall not be used Agreement except in any substantive interpretation writing. The failure of this Contract. b) If the Government to assert a right hereunder or to insist upon compliance with any term or condition of this Contract is decided by a proper authority to be invalid, the remaining provisions of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. c) The failure at any time by either party to this Contract to require Performance by the other party of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy Agreement shall not constitute a waiver of that right by the right Government or remedy itselfexcuse a similar subsequent failure to perform any of these terms or conditions by Licensee. 14.2 This Agreement constitutes the entire agreement between the Parties relating to the subject matter of the Licensed Patent Rights, unless such Licensed Products and Licensed Processes, and all prior negotiations, representations, agreements, and understandings are merged into, extinguished by, and completely expressed by this Agreement. 14.3 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 law, this determination shall not in any way affect the validity or enforceability of the remaining provisions of this Agreement. 14.4 If either party desires a waiver modification to this Agreement, the parties shall, upon reasonable notice of the proposed modification by the party desiring the change, confer in good faith to determine the desirability of the modification. No modification shall be effective until a written amendment is expressed signed by the signatories to this Agreement or their designees. 14.5 The construction, validity, performance, and effect of this Agreement shall be governed by Federal law as applied by the Federal courts in the District of Columbia. 14.6 All Agreement Notices required or permitted by this Agreement shall be given by prepaid, first class, registered or certified mail or by an express/overnight delivery service provided by a commercial carrier, properly addressed to the other party at the address designated on the Signature Page, or to any other address as may be designated in writing and signed by such other party. Agreement Notices shall be considered timely if such notices are received on or before the established deadline date or sent on or before the deadline date as verifiable by U.S. Postal Service postmark or dated receipt from a duly authorized representative of commercial carrier. Parties should request a legibly dated U.S. Postal Service postmark or obtain a dated receipt from a commercial carrier or the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval U.S. Postal Service. Private metered postmarks shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative acceptable as proof of that party. Such consent or approval shall apply only to the given instance, and timely mailing. 14.7 This Agreement shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction assigned by either party.Licensee except: e(a) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without with the prior written consent of ContractorPHS, this consent shall not to be withheld unreasonably; or (b) as part of a sale or transfer of substantially the entire business of Licensee relating to operations which concern this Agreement; and (c) Licensee shall notify PHS within [**] days of any assignment of this Agreement by Licensee. g14.8 Licensee agrees in its use of any PHS-supplied materials to comply with all applicable statutes, regulations, and guidelines, including PHS and HHS regulations and guidelines. Licensee agrees not to use the materials for research involving human subjects or clinical trials in the United States without complying with 21 CFR Part 50 and 45 CFR Part 46. Licensee agrees not to use the materials for research involving human subjects or clinical trials outside of the United States without notifying PHS, in writing, of the research or trials and complying with the applicable regulations of the appropriate national control authorities. Written notification to PHS of research involving human subjects or clinical trials outside of the United States shall be given no later than [**] days prior to commencement of the research or trials. 14.9 Licensee acknowledges that it is subject to and agrees to abide by the United States laws and regulations (including the Export Administration Act of 1979 and Arms Export Control Act) Contractor represents controlling the export of technical data, computer software, laboratory prototypes, biological materials, and warrants other commodities. The transfer of these items may require a license from the appropriate agency of the Government or written assurances by Licensee that it shall not, not export these items to certain foreign countries without prior approval of the agency. PHS neither represents that a license is or is not required or that, if required, it shall be issued. 14.10 Licensee agrees to xxxx the Licensed Products or their packaging sold in the United States with all applicable U.S. patent numbers and similarly to indicate “Patent Pending” status. All Licensed Products manufactured in, shipped to, or sold in other countries shall be marked in a manner to preserve PHS patent rights in those countries. 14.11 By entering into this Agreement, PHS does not directly or indirectly endorse any product or service provided, or to be provided, by Licensee whether directly or indirectly related to this Agreement. Licensee shall not state or imply that this Agreement is an endorsement by the Government, PHS, any other Government organizational unit, or any Government employee. Additionally, Licensee shall not use the names of NIH, PHS, FDA or HHS or the Government or their employees in any advertising, promotional, or sales literature without the prior written consent approval of PHS. 14.12 The Parties agree to attempt to settle amicably any controversy or claim arising under this Agreement or a breach of this Agreement, except for appeals of modifications or termination decisions provided for in Article 13. Licensee agrees first to appeal any unsettled claims or controversies to the designated PHS official, or designee, whose decision shall be considered the final agency decision. Thereafter, Licensee may exercise any administrative or judicial remedies that may be available. 14.13 Nothing relating to the grant of a license, nor the grant itself, shall be construed to confer upon any person any immunity from or defenses under the antitrust laws or from a charge of patent misuse, and the acquisition and use of rights pursuant to 37 CFR Part 404 shall not be immunized from the Lead State oroperation of state or Federal law by reason of the source of the grant. 14.14 Paragraphs 4.3, if applicable6.4, Participating Entity8.1, make 9.5-9.9, 12.1-12.5, 13.8, 13.9, 14.12 and 14.14 of this Agreement shall survive termination of this Agreement. 14.15 The terms and conditions of this Agreement shall, at PHS’ sole option, be considered by PHS to be withdrawn from Licensee’s consideration and the terms and conditions of this Agreement, and the Agreement itself to be null and void, unless this Agreement is executed by the Licensee and a fully executed original is received by PHS within sixty (60) days from the date of PHS signature found at the Signature Page. For PHS: /s/ Xxxxxx X. Xxxxxxxx 2/8/08 Xxxxxx X. Xxxxxxxx Date Director, Division of Technology Development and Transfer Office of Technology Transfer National Institutes of Health Mailing Address for Agreement notices: Chief, Monitoring & Enforcement Branch Office of Technology Transfer National Institutes of Health 0000 Xxxxxxxxx Xxxxxxxxx, Xxxxx 000 Xxxxxxxxx, Xxxxxxxx 00000-0000 X.X.X. For Licensee (Upon, information and belief, the undersigned expressly certifies or affirms that the contents of any reference statements of Licensee made or referred to in this document are truthful and accurate.): /s/ Xxxxxx X. Xxxxxxx 2/20/08 Signature of Authorized Official Date Xxxxxx X. Xxxxxxx Xxxx X. Xxxxx Printed Name Vice President, Business Development 2/20/08 SVP and CFO Title I. Official and Mailing Address for Agreement notices: Building 700; 0xx Xxxxx II. Official and Mailing Address for Financial notices (Licensee’s contact person for royalty payments) Name Vice President, Business Development Title Mailing Address: Merrimack Pharmaceuticals One Xxxxxxx Square Building 700; 0xx Xxxxx Xxxxxxxxx, XX 00000 Email Address: xxxxxxxx@xxxxxxxxxxxxxxx.xxx Phone: 000.000.0000 Fax: 000.000.0000 Any false or misleading statements made, presented, or submitted to the Purchasing Entity or the State in Government, including any of Contractor's advertising or news releases. Without such permissionrelevant omissions, the Contractor may only name the Lead State, Participating Entities under this Agreement and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in during the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination negotiation of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party Agreement are subject to solicit or recruit generally in the mediaall applicable civil and criminal statutes including Federal statutes 31 U.S.C. §§3801-3812 (civil liability) and 18 U.S.C. §1001 (criminal liability including fine(s) and/or imprisonment). j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment I. U.S. Patents and facilities Patent Applications [**] II. PCT Application and timely access to data, information, Foreign Patents and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.Patent Applications [**]

General Provisions. ‌ a) Section headings 1. No other agreements or representations, unless specifically set forth in the Contract, shall be binding upon any of the parties. This Contract sets forth the full and document titles used in complete understanding of the parties hereto. No amendment, modification or supplement to this Contract are included shall be binding unless in writing and duly executed and delivered by each of the parties hereto to the other party. Nothing herein shall be construed as constituting a partnership or joint venture between Buyer and Seller. Seller has not employed or retained any broker or agent in connection with this Contract or any transaction contemplated by this Contract, other than N/A (“Seller’s Broker”). Buyer has not employed or retained any broker or agent in connection with this Contract or any transaction contemplated by this Contract, other than N/A (“Buyer’s Broker”). Seller shall be responsible for convenience only payment of any commission or fee due to Seller’s Broker in connection with this Contract or any transaction contemplated by this Contract. Buyer shall be responsible for payment of any commission or fee due to Xxxxx’s Broker in connection with this Contract or any transaction contemplated by this Contract. Xxxxx agrees to indemnify, defend and shall not be used hold harmless Seller from and against any claims made by brokers or agents other than Xxxxx’s Broker claiming to have dealt with or on behalf of Buyer in connection with this Contract or any substantive interpretation of transaction contemplated by this Contract. b2. Buyer acknowledges and agrees that Seller has not made and hereby specifically disclaims any warranty, guaranty, or representation, oral or written, past, present, or future, of as to, or concerning (i) If the nature, square footage, condition, value, or quality of the geology, the presence of environmental hazards and the suitability of any term of the Property, or any improvements located thereon, for any and all activities and uses which Buyer may elect to conduct thereon, (ii) the manner, construction, condition, quality, the state of repair or lack of repair of any of the Property, (iii) the nature and extent of any right of way, lease, possession, lien, encumbrance, license, reservation, condition, or otherwise (iv) the compliance of the Property or its operation with any laws, rules, ordinances, or regulations of any government or other body, and, (v) the income to be derived from the Property, Buyer hereby expressly acknowledges and agrees that Xxxxx has thoroughly inspected and examined the Property to the extent deemed necessary by the Buyer in order to enable Buyer to evaluate the purchase of the Property. Buyer hereby further acknowledges and agrees that Xxxxx is relying solely upon the inspection, examination, and evaluation of the Property by Xxxxx and that Xxxxx is purchasing the Property on an "AS IS, WHERE IS" and "WITH ALL FAULTS" basis and not on any information provided or to be provided by Seller. Buyer acknowledges that it has sufficient information regarding the property is relying on its own experts and not Seller or any information provided by Seller, if any, and is not looking, to Seller for any additional information with respect to condition of this Contract is decided by a proper authority to be invalidproperty. Buyer expressly acknowledges that, the remaining provisions in consideration of the Contract shall be unimpaired agreements of Seller herein, Seller makes no warranty of representation expressed or implied, or arising by operation of law, including, but in no way limited to any warranty of condition, habitability, merchantability, or fitness for a particular purpose except as otherwise specified herein. It is further agreed that Seller has not warranted, and does not hereby warrant the invalid provision shall be replaced by a provision which comes closest to Property or any improvements located thereon now or in the intention underlying the invalid provision. Contractor shall future will meet or comply with the statutesrequirements of any safety code or regulation of the state, regulationscity, Executive Orders or county in which the Property is located, or any other authority or jurisdiction. 3. If the Property was built prior to 1978, the Property may contain lead-based paint or other sources of lead. Exposure to lead-based paint or other sources may place young children at risk of developing lead poisoning. Lead poisoning in young children may produce permanent neurological damage, including learning disabilities, reduced intelligence quotient, behavior problems and policies incorporated into this Contract impaired memory. Lead poisoning also poses a particular risk to pregnant woman. Xxxxx agrees that it is purchasing the Property "as-is" without any representations or warranties whatsoever as to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. c) The failure at any time by either party to this Contract to require Performance by the other party of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver condition of the right Property. Buyer further agrees that the Seller has no responsibility or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instanceliability for, and shall not be deemed to be a consent toBuyer hereby unconditionally releases Seller from, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractor. g) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents liability, both known and unknown, present or future, that is based upon or related to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance existence of lead or lead-based paint on or about the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those Property. Xxxxx acknowledges that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amendedinformed by Seller of possible health hazards posed by exposure to lead from lead-based paint or other sources on or about the Property. Xxxxx further acknowledges that Xxxxx has waived the opportunity to conduct a risk assessment for the presence of lead-based paint hazards on the Property. Finally, replaced Xxxxx releases Seller from any and all claims respecting the property and the sale of the property. Buyer waives application of Civil Code Section 1542 which states the following: A general release does not extend to claims which the creditor does not know or superseded at any time. Notwithstanding any language suspect to exist in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor 4. Xxxxx agrees to indemnify and hold harmless Seller and its executionofficers, employees and agents, from and against any and all losses, claims, demands, liabilities, costs, damages and expenses (including attorneys fees and costs) that Seller may incur arising from the Buyer's actions or failure to act on, respond to or comply with any local, state or federal law, rule or ordinance affecting the Property including, but not limited to, building code requirements, nuisance claims or abatements thereof, condemnation proceedings, lien enforcement actions, and the like. Further, Xxxxx acknowledges that the Property may be subject to proceedings in law or equity to xxxxx, correct, or otherwise comply with local, state or federal requirements regarding the Property and that this indemnity shall also apply in such instances.

General Provisions. ‌ (a) Section headings and document titles used in this Contract are included for convenience only and This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment or performance of any liabilities is rescinded or must otherwise be returned or unwound by UBS upon insolvency, bankruptcy, or reorganization of Customer, or otherwise, all as though such payment had not be used in any substantive interpretation of this Contractbeen made. (b) If This Agreement may be terminated by either party without cause, upon prior written notice. Termination will not affect any term outstanding rights and obligations under this Agreement or condition of this Contract is decided by a proper authority any Transactions and such rights and obligations shall continue to be invalidgoverned by this Agreement and the particular terms agreed between UBS and Customer in relation to such Transactions until all obligations have been fully performed. (c) No indulgence or concession granted by either party and no omission or delay on the part of a party in exercising any right. power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the remaining exercise of any other right, power or privilege. (d) The provisions of the Contract shall be unimpaired FX Definitions are hereby incorporated in their entirety and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. c) The failure at any time by either party to this Contract to require Performance by the other party of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver of the right or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and shall not be all Transactions entered into or deemed to be a consent to, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractor. g) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, entered into between (i) providing Contractor with adequate working space, equipment UBS and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, Dealers and (ii) develop UBS and Customer, whether or not so stated in a confirmation of any such Transaction. Authorized Transactions and Customer Contracts are Transactions under the relevant ISDA Master Agreements and any trade confirmation is a Confirmation under such ISDA Master Agreements. (e) Customer hereby consents to UBS effecting such disclosure as UBS may deem appropriate, to enable UBS to transfer Customer’s records and information, to process and execute Customer’s instructions. (f) In the event Customer is trading Non-Deliverable FX Transactions, Non-Deliverable Currency Option Transactions and/or Exotic Options, Customer consents to the use of confirms substantially in the form of the confirmation template for itselfeach such transaction as published by The Foreign Exchange Committee (“FXC”), the Financial Markets Lawyers Group or EMTA, as appropriate. Customer also agrees, hereby, to abide by such best practices as may be published by the FXC from time to time, and such recommended market practice as may be published by EMTA from time to time. (g) In the event anyone or more of the provisions contained in this Agreement is held invalid, illegal, or for othersunenforceable in any respect under the law of any jurisdiction, materials the validity, legality, and enforceability of the remaining provisions under the law of such jurisdiction, and the validity, legality, and enforceability of such and any other provisions under the law of any other jurisdiction, shall not in any way be affected or processes including those impaired thereby. (h) No amendment, modification, or waiver of this Agreement will be effective unless in writing executed by each of the parties. (i) The parties agree that each party may electronically record all telephonic conversations between them relating to the subject matter of this Agreement and that any such tape recordings may be similar to those produced as a result of the services hereundersubmitted in evidence in any suit, provided thataction, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment other proceeding relating to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its executionAgreement (“Proceedings”).

General Provisions. ‌a. This Agreement will be binding upon my heirs, assigns, executors, administrators or other legal representatives and will be for the benefit of the Company and its successors and assigns. a) Section headings b. Except as otherwise may be modified herein, disputes under this Agreement shall be resolved pursuant to the Employee Grievance Process or Mutual Dispute Arbitration Policy/Mutual Agreement to Arbitrate. c. This agreement does not prohibit employees from testifying in an administrative, legislative, or judicial proceeding and giving truthful testimony when the employee has been required or requested to attend the proceeding pursuant to a court order, subpoena, or written request from an administrative agency or the legislature. d. This agreement also does not prohibit employees from exercising any federal or state statutory “whistleblowing” rights to report certain conduct to government agencies or from complying with all requirements of the Xxxxx-Xxxxx–Xxxxxx Act. e. This agreement does not prohibit employees from using open source software when working on assigned company projects. Employees may do so, but only in accordance with Company policy. Employee must obtain written permission from their immediate supervisor before making an open source contribution. Employees must clearly and carefully document titles used in all contributions. Employees must not sign any contribution or other related agreement until receiving written permission from their immediate supervisor to do so. f. No waiver by the Company of any breach of this Contract are included for convenience only and Agreement shall be a waiver of any preceding or succeeding breach. No waiver by the Company of any right or obligation under this Agreement shall be construed as a waiver of any other right or obligation. The Company shall not be used in any substantive interpretation required to give prior notice to enforce strict adherence to all terms of this ContractAgreement. b) If g. In the event that any term legal action becomes necessary to enforce or condition interpret the terms of this Contract is decided Agreement, the prevailing party shall be entitled, in addition to its court costs, to such reasonable attorney fees, expert witness fees and legal expenses as shall be fixed by a proper authority court of competent jurisdiction. This Agreement shall be governed by the laws of the State in which the employee works. h. Wherever necessary to carry out the intent of the parties, the provisions of this Agreement shall survive the termination of my employment with the Company and shall continue in full force and effect. i. In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall be construed by limiting and reducing such provision, so as to be enforceable to the remaining provisions fullest extent compatible with the intent of the Contract parties and the then current applicable law, and if not possible, then this Agreement shall be unimpaired construed as if such invalid, illegal or unenforceable provision had never been contained herein and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. c) The failure at any time by either party to this Contract to require Performance by the other party of any provision hereof it shall not affect the other provisions of this Agreement, which shall remain in full force and effect. j. I acknowledge that this Agreement is in consideration of my employment or continued employment with the Company, whether executed before, at, or following my initial employment therewith. I further acknowledge that this Agreement does not create any obligation for my continued employment by the Company, or in any way alter my status as an “at will” employee, which means that my employment relationship may be terminated by either me or the full right to require such Performance Company at any time thereafter. The failure of either party to enforce time, for any reason, with or pursue a right without cause and with or remedy shall not constitute a waiver of the right or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving partywithout prior notice. d) In any case where k. This Agreement, including the consent or approval of either party is required to be obtained under this Contractattached Exhibits as referenced above, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to contains the given instance, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractor. g) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor entire understanding between myself and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes Company with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.subject matter hereof,

General Provisions. ‌ a) Section headings and document titles used in 10.1. Neither this Contract are included for convenience only and shall not be used in any substantive interpretation of this Contract. b) If any term License Agreement nor the licenses or condition of this Contract is decided by a proper authority to be invalid, the remaining provisions of the Contract obligations hereunder shall be unimpaired and assignable or transferable (in insolvency proceedings, by merger, by operation of law, by purchase, or otherwise) by LICENSEE or its AFFILIATES, except as otherwise provided herein, without the invalid provision shall be replaced by a provision prior written consent of TELCORDIA, which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. c) The failure at any time by either party to this Contract to require Performance by the other party of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver of the right or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall will not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to Notwithstanding the given instancepreceding sentence, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractor. g) Contractor represents and warrants that it shall notLICENSEE, without prior written consent from the Lead State orapproval of TELCORDIA, if applicable, Participating Entity, make any reference may assign this License Agreement to a successor in interest to the Purchasing Entity entire, or substantially the State in any entire, business related to ATM EQUIPMENT of Contractor's advertising or news releasesLICENSEE and its AFFILIATES. Without Any such permissionassignment shall not expand the scope of the license granted, and the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may assignee’s license rights will be reasonably necessary to perfect the rights granted limited to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel products of the other in the course LICENSEE and its AFFILIATES that are part of the Performance assigned business and IMPROVEMENTS of such products, provided, however, that such IMPROVEMENTS may not contain any UNLICENSED ATM EQUIPMENT that was in existence as of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee effective date of the assignment. Any purported assignment or transfer without such written consent, other party to this Contract during its Term and for a period of one year from than as set forth above, shall be void. In no event, however, shall the Termination release granted in Article IV of this Contract License Agreement run in favor of any person, corporation, or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict entity other than LICENSEE and its AFFILIATES, except to the right of either party extent a sublicense is granted pursuant to solicit or recruit generally Section 2.2, in which case the media. j) The Purchasing Entity shall cooperate with Contractor release granted in the Performance by Contractor Article IV will run in favor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns sublicensed person or disputes entity solely with respect to the services provided acquired PRODUCT LINE (pursuant to Section 2.2(a)(1)) or solely with respect to the acquired AFFILIATE (pursuant to Section 2.2(a)(2)). 10.2. If TELCORDIA assigns, transfers, or conveys title to any TELCORDIA PATENT to any third party, TELCORDIA will advise such third party that the TELCORDIA PATENT is subject to the rights granted in this License Agreement. 10.3. Neither Party shall, without written permission of the other Party, use in advertising, publicity, packaging, labeling, or otherwise any trade name, trademark, trade device, service xxxx, symbol, or other identification, abbreviation, contraction, or simulation thereof associated with the other Party to identify its products or services. 10.4. Any notice pursuant to this License Agreement shall be in writing, shall be made by Contractor hereunderone of the following methods, and shall be deemed given as indicated: (a) by hand delivery or facsimile, in which case notice will be deemed given on the date of hand delivery or facsimile; (b) by overnight courier, in which case notice will be deemed given one (1) day after the date it was sent; and (c) by registered or certified mail (return-receipt requested, postage-prepaid), in which case notice will be deemed given ten (10) days after the date it was mailed. The Contractor following addresses and facsimile numbers shall be used: TELCORDIA address: Xx. Xxxxxx Xxxxxxxx Corporate Vice President— Deputy General Counsel Telcordia Technologies, Inc. Xxx Xxxxxxxxx Xxxxx XXX0X000 Xxxxxxxxxx, XX 00000 TELCORDIA’s facsimile: (000) 000-0000 LICENSEE’s address: Marconi Communications, Inc. General Counsel-Americas 0000 Xxxxxxx Xxxxx Xxxxxxxxxx, XX 00000 LICENSEE’s facsimile: 000-000-0000 PLC’s address: Marconi Corporation plc General Counsel/Company Secretary 00 Xxxxxxxxx Xxxxxx Xxxxxx X0X 0XX Xxxxxx Xxxxxxx PLC’s facsimile: 00-000-000-0000 Either Party hereto may change its address or facsimile number by providing written notice to the other Party pursuant to this Section. 10.5. There may be countries in which LICENSEE may have, as a consequence of this License Agreement, rights against infringers of any TELCORDIA PATENT. LICENSEE hereby expressly waives any such right it may have by reason of the infringement or alleged infringement of any such TELCORDIA PATENT. 10.6. If any provision or portion of a provision of this License Agreement shall be held invalid or unenforceable, the remainder of this License Agreement shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, affected thereby and the accuracy remaining terms shall continue in effect and completeness of all data and information be binding on the Parties, provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereundersuch invalid provision or portion is not a material right or obligation under this License Agreement. k10.7. This License Agreement (a) Each of is binding upon the Lead State Parties only on and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entityafter its Effective Date, and (iib) develop for itselfwith the Settlement Agreement, sets forth the entire agreement and understanding between the Parties as to the subject matter hereof and merges all prior discussions between them. None of the Parties shall be bound by any warranties, understandings, or for othersrepresentations with respect to such subject matter, materials other than as expressly provided in this License Agreement or processes including those that may be similar as set forth on or subsequent to those produced as the execution of this License Agreement in a result writing signed by an authorized representative of the services hereunderParty to be bound by the writing. This License Agreement may not be amended except in a writing signed by all the Parties. 10.8. The construction and performance of this License Agreement shall be in accordance with the law of the State of Delaware, without regard to its conflict of laws principles. 10.9. Except as provided in this License Agreement and the Settlement Agreement, this License Agreement, the Settlement Agreement, and any drafts of either Agreement (“the Confidential Information”) shall be kept confidential by the Parties and their counsel, unless compelled by law to disclose them. In the event that either Party is required by law to disclose any part of the Confidential Information (including in filings required by federal, state, or other government laws), or compelled by subpoena or other legal process to disclose Confidential Information, the Party so required to disclose shall promptly provide notice to the other Party so that it may seek an appropriate protective order and/or waive compliance with this confidentiality provision. The requirement of notice to the other Party will not apply to any obligation on TELCORDIA or LICENSEE or any of LICENSEE’s AFFILIATES to report the settlement in any regulatory filing. Nor shall the notice requirements apply to disclosures to any accountants, advisors, or purchasers, provided thatthat the Party making such disclosures seeks confidential treatment by the recipient to the extent available. Each Party may disclose this License Agreement to its AFFILIATES, Contractor complies with subject to their agreement to the terms of this Section. In Witness Whereof, each of the Parties has caused this License Agreement to be executed in duplicate originals by its obligations of confidentiality set forth duly authorized representatives on the respective dates entered below. By: Name: Title: Date: By: Name: Title: Date: By: Name: Title: Date: US Patent 4,706,080 Issued: November 10, 1987 Foreign Filing Status: Issued in Sections 16Canada, 19 Germany, France, United Kingdom, Japan US Patent 4,740,954 Issued: April 26, 1988 Foreign Filing Status: None US Patent 4,748,658 Issued: May 31, 1988 Foreign Filing Status: None US Patent 4,761,780 Issued: August 2, 1988 Foreign Filing Status: Issued in Canada US Patent 4,788,721 Issued: November 29, 1988 Foreign Filing Status: Canada, Japan, Austria, Belgium, Switzerland and Liechtenstein, Germany, France, United Kingdom, Italy, Luxembourg, Netherlands, Sweden US Patent 4,797,880 Issued: January 10, 1989 Foreign Filing Status: None US Patent 4,813,038 Issued: March 14, 1989 Foreign Filing Status: Issued in Canada, Germany, France, United Kingdom, Italy US Patent 4,817,084 Issued: March 28, 1989 Foreign Filing Status: None US Patent 4,819,226 Issued: April 4, 0000 Foreign Filing Status: None US Patent 4,833,671 Issued: May 23, 1989 Foreign Filing Status: None US Patent 4,833,673 Issued: May 23, 1989 Foreign Filing Status: None US Patent 4,855,999 Issued: August 8, 1989 Foreign Filing Status: None US Patent 4,866,701 Issued: September 12, 1989 Foreign Filing Status: Issued in Canada US Patent 4,870,641 Issued: September 26, 1989 Foreign Filing Status: Issued in Canada, Germany, France, United Kingdom, Italy, Netherlands, Sweden US Patent 4,893,304 Issued: January 9, 1990 Foreign Filing Status: Issued in Canada US Patent 4,893,306 Issued: January 9, 1990 Foreign Filing Status: None US Patent 4,910,730 Issued: March 20. m) All references , 1990 Foreign Filing Status: None US Patent 4,931,941 Issued: June 5, 1990 Foreign Filing Status: Issued in this Contract to any statuteCanada, public actGermany, regulationFrance, code or executive order shall mean such statuteUnited Kingdom, public actJapan US Patent 4,961,188 Issued: October 2, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.1990

General Provisions. ‌3.1. All Protected Information owned by a Disclosing Party shall remain the property of the Disclosing Party. Protected Information in tangible form may be retained in the possession of the Receiving Party after termination or expiration of this Agreement only to the extent expressly authorized by the Disclosing Party. Within thirty (30) days after termination or expiration of this Agreement, or upon receipt of a written demand from the Disclosing Party for the return of Protected Information, the Receiving Party shall promptly return (or destroy, if so requested) all tangible forms of Protected Information received from the Disclosing Party. If destruction is requested, the Receiving Party will provide written notification to the Disclosing Party certifying that the destruction has been accomplished. a) Section headings 3.2. If samples, models, prototypes, computer programs, or other such embodiments are disclosed as Protected Information, the Receiving Party will not attempt to reverse engineer or otherwise analyze such items unless the written approval of the Disclosing Party is obtained prior to engaging in reverse engineering or analysis. 3.3. Each Party shall bear its own costs and document titles used expenses incurred under or in connection with this Agreement. Nothing in this Contract are included for convenience only and Agreement shall be construed as an obligation by either Party to enter into a contract, subcontract, or other business relationship with the other Party. 3.4. This Agreement shall not be used in construed as a Teaming Agreement, Joint Venture, or any substantive interpretation other such agreement nor shall it be construed as a commitment to procure or provide any specific products or services. Nothing contained herein shall be construed to grant or confer any rights other than to use the Protected Information for the Stated Purpose under the terms of this Contract. b) If any term or condition of this Contract is decided by a proper authority to be invalid, the remaining provisions of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. c) The failure at any time by either party to this Contract to require Performance by the other party of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver of the right or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractor. g) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them isAgreement, nor shall anything herein be considered construed to begrant license or other rights to any patents, nor shall purport to act astrademarks, the other’s agent, partner, fiduciary, joint venturer, copyrights or representativeother intellectual property whatsoever. The Parties expressly agree that this is an Agreement for protecting Information only. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 203.5. A RECEIVING PARTY SHALL ACCEPT ALL PROTECTED INFORMATION AND EMBODIMENTS THEREOF ON AN “AS IS” BASIS. THE DISCLOSING PARTY MAKES NO WARRANTY OR REPRESENTATION OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE. m3.6. Either Party, upon thirty (30) All references in days written notice to the other Party, may terminate this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its executionAgreement.

General Provisions. ‌ a) Section headings and document titles used 14.1 Neither party may waive or release any of its rights or interests in this Contract are included for convenience only and shall not be used Agreement except in any substantive interpretation writing. The failure of this Contract. b) If the Government to assert a right hereunder or to insist upon compliance with any term or condition of this Contract is decided by a proper authority to be invalid, the remaining provisions of the Contract shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. c) The failure at any time by either party to this Contract to require Performance by the other party of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy Agreement shall not constitute a waiver of that right by the right Government or remedy itselfexcuse a similar subsequent failure to perform any of these terms or conditions by the Licensee. 14.2 This Agreement constitutes the entire agreement between the Parties relating to the subject matter of the Licensed Patent Rights, unless such Licensed Products and Licensed Processes, and all prior negotiations, representations, agreements, and understandings are merged into, extinguished by, and completely expressed by this Agreement. 14.3 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 law, this determination shall not in any way affect the validity or enforceability of the remaining provisions of this Agreement. 14.4 If either party desires a waiver modification to this Agreement, the parties shall, upon reasonable notice of the proposed modification by the party desiring the change, confer in good faith to determine the desirability of the modification. No modification shall be effective until a written amendment is expressed signed by the signatories to this Agreement or their designees. 14.5 The construction, validity, performance, and effect of this Agreement shall be governed by Federal law as applied by the Federal courts in the District of Columbia. 14.6 All Agreement notices required or permitted by this Agreement shall be given by prepaid, first class, registered or certified mail or by an express/overnight delivery service provided by a commercial carrier, properly addressed to the other party at the address designated on the Signature Page, or to any other address as may be designated in writing and signed by such other party. Agreement notices shall be considered timely if such notices are received on or before the established deadline date or sent on or before the deadline date as verifiable by Postal Service postmark or dated receipt from a duly authorized representative of commercial carrier. Parties should request a legibly dated Postal Service postmark or obtain a dated receipt from a commercial carrier or the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval Postal Service. Private metered postmarks shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative acceptable as proof of that party. Such consent or approval shall apply only to the given instance, and timely mailing. 14.7 This Agreement shall not be deemed to be a consent toassigned or otherwise transferred (including any transfer by legal process or by operation of law, and any transfer in bankruptcy or insolvency, or approval of, in any subsequent like act other compulsory procedure or inaction by either party. eorder of court) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of ContractorNIAID. The parties agree that the identity of the parties is material to the formation of this Agreement and that the obligations under this Agreement are nondelegable. In the event that XXXXX approves a proposed assignment, the Licensee shall pay the NIAID, as an additional royalty, one percent (1%) of the fair market value of any consideration received for any assignment of this Agreement within sixty (60) days of the assignment. g14.8 The Licensee acknowledges that it is subject to and agrees to abide by the United States laws and regulations (including the Export Administration Act of 1979 and Arms Export Control Act) Contractor represents controlling the export of technical data, computer software, laboratory prototypes, biological materials, and warrants other commodities. The transfer of these items may require a license from the appropriate agency of the Government or written assurances by the Licensee that it shall not, not export these items to certain foreign countries without prior approval of the agency. NIAID neither represents that a license is or is not required or that, if required, it shall be issued. 14.9 The Licensee agrees to require Sublicensee(s) to mark the Licensed Products or their packaging sold in the United States with all applicable U.S. patent numbers and similarly to indicate “Patent Pending” status. All Licensed Products manufactured in, shipped to, or sold in other countries shall be marked in a manner to preserve NIAID patent rights in those countries. 14.10 By entering into this Agreement, XXXXX does not directly or indirectly endorse any product or service provided, or to be provided, by the Licensee whether directly or indirectly related to this Agreement. The Licensee shall not state or imply that this Agreement is an endorsement by the Government, NIAID, any other Government organizational unit, or any Government employee. Additionally, the Licensee shall not use the names of NIAID, FDA, HHS, or the Government or their employees in any advertising, promotional, or sales literature without the prior written consent approval of NIAID. 14.11 The Parties agree to attempt to settle amicably any controversy or claim arising under this Agreement or a breach of this Agreement, except for appeals of modifications or termination decisions provided for in Article 13. The Licensee agrees first to appeal any unsettled claims or controversies to the designated NIAID official, or designee, whose decision shall be considered the final agency decision. Thereafter, the Licensee may exercise any administrative or judicial remedies that may be available. 14.12 Nothing relating to the grant of a license, nor the grant itself, shall be construed to confer upon any person any immunity from or defenses under the antitrust laws or from a charge of patent misuse, and the acquisition and use of rights pursuant to 37 C.F.R. Part 404 shall not be immunized from the Lead State oroperation of state or Federal law by reason of the source of the grant. 14.13 Paragraphs 8.1, if applicable9.6-9.8, Participating Entity12.1-12.5, make 13.8, 13.9, 14.11 and 14.13 of this Agreement shall survive termination of this Agreement. 14.14 The terms and conditions of this Agreement shall, at XXXXX’s sole option, be considered by NIAID to be withdrawn from the Licensee’s consideration and the terms and conditions of this Agreement, and the Agreement itself to be null and void, unless this Agreement is executed by the Licensee and a fully executed original is received by NIAID within sixty (60) days from the date of the NIAID signature found at the Signature Page. For NIAID: Xxxxxxx X. Xxxxxx -S Digitally signed by Xxxxxxx X. Xxxxxx -S Date: 2022.05.10 08:21:03 -04'00' Xxxxxxx Xxxxxx Date Director, Technology Intellectual Property Office National Institute of Allergy and Infectious Diseases National Institutes of Health Mailing Address or E-mail Address for Agreement notices and reports: License Compliance and Administration Monitoring & Enforcement 0000 Xxxxxxxxx Xxxxx Suite 700, MSC 7788 Bethesda, Maryland 20892 E-mail: XxxxxxxXxxxxxx_Xxxxxxx@xxxx.xxx.xxx For the Licensee (Upon, information and belief, the undersigned expressly certifies or affirms that the contents of any reference statements of the Licensee made or referred to in this document are truthful and accurate.): 11 May 2022 | 21:40 PDT Xxxxxxx Xxxx Date Executive Director Official and Mailing Address for Agreement notices: Chan Park Medicines Patent Pool Foundation Xxx xx Xxxxxxx 0 1202 Geneva, Switzerland Phone: +00 (0)00 000 00 00 Email: xxxxxx@xxxxxxxxxxxxxxxxxxx.xxx Official and Mailing Address for Financial notices (the Licensee’s contact person for royalty payments) Chan Park Medicines Patent Pool Foundation Xxx xx Xxxxxxx 0 1202 Geneva, Switzerland Phone: +00 (0)00 000 00 00 Email: xxxxxx@xxxxxxxxxxxxxxxxxxx.xxx Any false or misleading statements made, presented, or submitted to the Purchasing Entity or the State in Government, including any of Contractor's advertising or news releases. Without such permissionrelevant omissions, the Contractor may only name the Lead State, Participating Entities under this Agreement and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions which may be reasonably necessary to perfect the rights granted to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel of the other in during the course of the Performance of the Services hereunder shall directly or indirectly employ, solicit, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination negotiation of this Contract Agreement are subject to all applicable civil and criminal statutes including Federal statutes 31 U.S.C. §§3801-3812 (civil liability) and 18 U.S.C. §1001 (criminal liability including fine(s) and/or imprisonment). US Provisional Patent Application 62/412,703 filed 25 October 2016 entitled “Prefusion coronavirus spike proteins and their use” [HHS Ref. No. E-234-2016-0-US-01] PCT Patent Application PCT/US2017/058370 filed 25 October 2017 entitled “Prefusion coronavirus spike proteins and their use” [HHS Ref. No. E-234-2016-1-PCT-01] EP Patent Application 17800655.7 filed 13 May 2019, entitled “Prefusions coronavirus spike proteins and their use” [HHS Ref. No. E-234-2016-1-EP-02] US Patent 10,960,070 issued 30 March 2021 entitled “Prefusion coronavirus spike proteins and their use” [HHS Ref. No. E-234-2016-1-US-03] US Patent Application 17/194,834 filed 8 March 2021 entitled “Prefusion coronavirus spike proteins and their use” [HHS Ref. No. E-234-2016-1-US-04] US Provisional Patent Application 62/972,886 filed 11 February 2020 entitled “2019-nCoV VACCINE” [HHS Ref. No. E-086-2020-0-US-01] PCT Patent Application PCT/US2021/017709 filed 11 February 2021 entitled “SARS-CoV-2 VACCINE” [HHS Ref. No. E-086-2020-0-PCT-02] Note: Regarding HHS Ref. No. E-086-2020-0-PCT-02, specific National Stage filings are yet to be determined. NIAID represents that for any PCT applications that have not yet entered national phase, with the possible exception of India, it will not file patent applications in Low-Income Economy Countries or such longer period Lower-Middle Income Economy Countries as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor determined by the Purchasing Entity for purposes of the performance of the services hereunderWorld Bank. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

General Provisions. ‌ a) Section headings This Assignment and document titles used in this Contract are included for convenience only Assumption shall be binding upon and shall not inure to the benefit of the parties hereto and their respective successors and assigns. This Assignment and Assumption may be used executed in any substantive interpretation number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this ContractAssignment and Assumption by facsimile or other electronic transmission shall be as effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be construed in accordance with and governed by the law of the State of New York without regard to conflict of laws principles thereof other than Section 5-1401 and 5-1402 of the New York General Obligations Law. Reference is made to the Five-Year Competitive Advance and Revolving Credit Facility Agreement dated as of November 25, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among ITT Corporation, the Borrowing Subsidiaries party thereto, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and Citibank, N.A., as Syndication Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. b) If any term or condition of this Contract is decided 1. The execution and delivery by a proper authority to be invalid, the remaining provisions Company of the Contract shall be unimpaired Financing Document1 and the invalid provision shall be replaced performance by a provision which comes closest the Company of its obligations under the Financing Document, (x) do not violate the laws or regulations of any governmental agency or authority of the United States of America or the State of New York, and (y) do not require under such laws or regulations any filing or registration by the Company with, or approval or consent to the intention underlying Company of, any such governmental agency or authority that has not been made or obtained, except those required in the invalid provision. Contractor shall comply with ordinary course of business after the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor date hereof in connection with the performance by the Company of its Performance obligations under this Contractcertain covenants contained in the Financing Document. 2. The Financing Document is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms. 1 Defined: “An executed copy of the Credit Agreement.” Reference is made to the Five-Year Competitive Advance and Revolving Credit Facility Agreement dated as of November 25, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among ITT Corporation, the Borrowing Subsidiaries party thereto, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and Citibank, N.A., as Syndication Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The Company (i) is a corporation duly organized and validly existing under the laws of the State of Indiana, (ii) has all requisite corporate power and authority to own its property and assets and to carry on its business as now conducted, (iii) is qualified to do business in every jurisdiction within the United States where such qualification is required, except where the failure so to qualify would not result in a Material Adverse Effect, and (iv) has all requisite corporate or limited liability company, as the case may be, power and authority to execute, deliver and perform its obligations under the Credit Agreement and to borrow funds thereunder. The execution, delivery and performance by the Company of the Credit Agreement, and the borrowings of ITT Corporation under the Credit Agreement, (collectively, the “Transactions”) (i) have been duly authorized by all requisite corporate action and (ii) will not (a) violate (1) any provision of law, statute, rule or regulation of the Indiana Business Corporation Law, or of the articles of incorporation or by-laws of the Company, (2) any order known to me of any governmental authority or (3) any provision of any indenture, material agreement or other material instrument to which the Company is a party or by which it or its property is or may be bound, (b) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under any such indenture, agreement or other instrument or (c) result in the creation or imposition of any lien upon any property or assets of the Company, other than pursuant to the Credit Agreement. The failure at any time by either party to this Contract to require Performance Credit Agreement has been duly executed and delivered by the other party of any provision hereof shall not affect in any way the full right to require such Performance at any time thereafter. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver of the right or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval shall not be unreasonably withheld or delayedCompany. No such action, consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and shall not be deemed to be a consent to, or approval of, registration or filing with, or any subsequent like act other action by, any government authority is or inaction by either party. e) The Purchasing Entity shall not remove will be required in connection with the Transactions, except such as have been made or destroy obtained and are in full force and effect. Neither the Company nor any proprietary markings of its subsidiaries is an “investment company” as defined in, or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contractsubject to regulation under, the Purchasing Entity shall not assignInvestment Company Act of 1940. BORROWING SUBSIDIARY AGREEMENT dated as of [ ], mortgage[ ], alteramong ITT CORPORATION, relocate or give up possession an Indiana corporation (the “Company”), [Name of any Deliverable to which Contractor retains title without Subsidiary], a [ ] corporation (the prior written consent of Contractor. g“Subsidiary”), and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”) Contractor represents and warrants that it shall not, without prior written consent from for the Lead State or, if applicable, Participating Entity, make any reference lenders (the “Lenders”) party to the Purchasing Entity Credit Agreement referred to below. Reference is made to the Five-Year Competitive Advance and Revolving Credit Facility Agreement dated as of November 25, 2014 (as amended, restated, supplemented or the State in any of Contractor's advertising or news releases. Without such permissionotherwise modified from time to time, the Contractor may only name “Credit Agreement”), among the Lead StateCompany, Participating Entities the Borrowing Subsidiaries party thereto, the Lenders party thereto, the Administrative Agent and Purchasing Entities Citibank, N.A., as a specific citation within proposals it submits. h) Contractor Syndication Agent. Capitalized terms used herein and not otherwise defined herein shall execute any have the meanings assigned to such terms in the Credit Agreement. Under the Credit Agreement, the Lenders have agreed, upon the terms and all documents or to take any actions which may be reasonably necessary to perfect the rights granted subject to the Purchasing Entity in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact with personnel conditions therein set forth, to make competitive advance and revolving credit loans to, and to issue Letters of Credit for the other account of, the Company and its subsidiaries that execute and deliver to the Administrative Agent a Borrowing Subsidiary Agreement in the course form hereof. In consideration of being permitted to borrow, and to have Letters of Credit issued for its account, under the Performance of Credit Agreement upon the Services hereunder shall directly or indirectly employterms and subject to the conditions set forth therein, solicit, engage or retain the services of such an employee of Subsidiary agrees that from and after the other party to this Contract during its Term and for a period of one year from the Termination date of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, informationBorrowing Subsidiary Agreement it will be, and personnel will be liable for the observance and performance of all the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in obligations of, a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support Borrowing Subsidiary under the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect Credit Agreement to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor by the Purchasing Entity for purposes of the performance of the services hereunder. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted same extent as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in one of the original parties to the Credit Agreement and requirements incorporated into this Contract at that it will furnish to the time Administrative Agent and the Lenders copies of its executionfinancial statements on an annual basis.

General Provisions. ‌ a) Section headings Purchaser and document titles used Vendor are independent contractors. The Agreement constitutes the final written expression of all of the agreements between the parties with respect to the subject matter, and supersedes all understandings and negotiations concerning the matters specified herein. Each of the parties shall at the request of the other without cost or expense execute and deliver any further documents and do all acts and things as reasonably required to carry out the intent of the Agreement. No failure or delay by a party in this Contract are included for convenience only and exercising any right, power or privilege shall not be used in any substantive interpretation of this Contract. b) operate as a waiver thereof. If any term provision or condition part of this Contract is decided a provision of the Agreement shall be found to be invalid or illegal by reason of any determination made by a proper court of competent jurisdiction or any governmental authority having jurisdiction in the circumstances, such provision or part of such provision shall be severed from this contract to be invalidthe extent of such invalidity or illegality and the validity, legality or enforceability of the remaining provisions of the Contract Agreement shall not in way be unimpaired and the invalid provision shall be replaced affected or impaired thereby. The subsequent execution by a provision which comes closest to the intention underlying the invalid provision. Contractor shall comply with the statutes, regulations, Executive Orders and policies incorporated into this Contract to the extent that such statutes, regulations, Executive Orders and/or policies are applicable to Contractor in connection with its Performance under this Contract. c) The failure at any time by either party to this Contract to require Performance by the other party Purchaser of any provision hereof of Vendor's forms, receipts, invoices, terms of services, bill of lading etc. shall not affect in any way amend or modify the full right to require such Performance at any time thereafterterms of The Agreement. The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver of the right or remedy itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party. d) In any case where the consent or approval of either party is required to be obtained under this Contract, such consent or approval Agreement shall not be unreasonably withheld or delayedassignable by Vendor without Purchaser's prior written consent. No such consent or approval Vendor acknowledges that Purchaser is purchasing the Goods to distribute them to its customers and accordingly agrees that Purchaser may assign the rights hereunder including warranties and indemnities to, among others, its customers. The obligations of Vendor to Purchaser shall survive termination of this Order. The Agreement shall enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. All orders shall be valid unless in writing and signed by a duly authorized representative conditional upon granting of that party. Such consent export licenses or approval shall apply only to the given instance, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either party. e) The Purchasing Entity shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable. f) Except as may be otherwise provided for in this Contract, the Purchasing Entity shall not assign, mortgage, alter, relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractor. g) Contractor represents and warrants that it shall not, without prior written consent from the Lead State or, if applicable, Participating Entity, make any reference to the Purchasing Entity or the State in any of Contractor's advertising or news releases. Without such permission, the Contractor may only name the Lead State, Participating Entities and Purchasing Entities as a specific citation within proposals it submits. h) Contractor shall execute any and all documents or to take any actions import permits which may be reasonably necessary required. Vendor shall obtain at its own risk and expense any required export license and import permits and Vendor shall remain liable to perfect the rights accept and pay for material if licenses are not granted to the Purchasing Entity or are revoked. All sales shall be in Section 16. i) Neither Purchasing Entity nor Contractor’s personnel who had substantive contact accordance with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employIncoterms, solicit2010 edition, engage or retain the services of such an employee of the other party to this Contract during its Term and for a period of one year from the Termination of this Contract or such longer period as may be required by Participating Entity’s state statute. This provision shall not restrict the right of either party to solicit or recruit generally in the media. j) The Purchasing Entity shall cooperate with Contractor in the Performance by Contractor of the services hereunder, including, (i) providing Contractor with adequate working space, equipment and facilities and timely access to data, information, and personnel of the Purchasing Entity; (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Purchasing Entity to work productively; and (iv) promptly notifying Contractor of any issues, concerns or disputes with respect to the services provided by Contractor hereunder. The Contractor shall not be responsible for, among other things, the performance of the Purchasing Entity’s personnel and agents, and the accuracy and completeness of all data and information provided to Contractor modified by the Purchasing Entity for purposes of the performance of the services hereunderAgreement. k) Each of the Lead State and Contractor is an independent contractor and neither of them is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative. l) Contractor may (i) provide any Services to any person or entity, and (ii) develop for itself, or for others, materials or processes including those that may be similar to those produced as a result of the services hereunder, provided that, Contractor complies with its obligations of confidentiality set forth in Sections 16, 19 and 20. m) All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.