Common use of General Provisions Clause in Contracts

General Provisions. (a) This Agreement will be governed by the internal substantive laws, but not the choice of law rules of Utah. This Agreement represents the entire agreement between the parties with respect to the issuance of the Shares to the Employee. (b) Any notice, demand or request required or permitted to be given by either the Company or the Employee pursuant to the terms of this Agreement will be in writing and will be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writing. (c) The rights of the Company under this Agreement will be transferable to any one or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assigns. (d) Either party’s failure to enforce any provision of this Agreement will not in any way be construed as a waiver of any such provision, nor prevent that party from thereafter enforcing any other provision of this Agreement. The rights granted both parties hereunder are cumulative and will not constitute a waiver of either party’s right to assert any other legal remedy available to it. (e) The Employee agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. (f) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALL, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSE.

General Provisions. (a) Any notices to be given hereunder by either party to the other shall be in writing and may be transmitted by personal delivery or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the address appearing in the introductory section of this Agreement, but each party may change that address by written notice in accordance with this section. Notice delivered personally shall be deemed communicated as of the date of actual receipt; mailed notices shall be deemed communicated two days after the date of mailing. (b) This Agreement will be governed supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the engagement of the Director by the internal substantive lawsCompany, but not and contains all of the choice of law rules of Utah. This Agreement represents the entire agreement covenants and agreements between the parties with respect to the issuance of the Shares that engagement in any manner whatsoever. Each party to the Employee. (b) Any notice, demand or request required or permitted to be given by either the Company or the Employee pursuant to the terms of this Agreement will be in writing and will be deemed given when delivered personally acknowledges that no representations, inducements, promises, or deposited in the U.S. mailagreements, First Class with postage prepaidorally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and addressed to the parties at the addresses of the parties set forth at the end of that no other agreement, statement or promise not contained in this Agreement shall be valid or such other address as a party may request by notifying the other in writingbinding on either party. (c) The rights parties hereto agree and warrant to use best efforts, due diligence, and to maintain full disclosure of all matters of the Company under business and conduct of the parties in respect to this Agreement will be transferable to any one or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assignsAgreement. (d) Either party’s failure to enforce any provision The parties hereunto agree and acknowledge that they have each sought separate counsel because the effects of this Agreement will not in any way be construed as a waiver of any such provisionare material to their fortunes, nor prevent that party from thereafter enforcing any other provision and the consequences of this Agreement. The rights granted both parties hereunder Agreement are cumulative onerous, far reaching and will not constitute a waiver of either party’s right to assert any other legal remedy available to itengage serious obligations. (e) The Employee agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent Any modification of this AgreementAgreement will be effective only if it is in writing and signed by the party to be bound thereby. (f) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALLThe failure of either party to insist on strict compliance with any of the terms, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIMEcovenants, WITH OR WITHOUT CAUSEor conditions of this Agreement by other party shall not be deemed a waiver of that term, covenant or condition, nor shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right to power for all or any other times. (g) If any provision to this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way. (h) This Agreement shall be governed by and construed in accordance with the laws and courts of the Province of British Columbia. (i) The parties hereto agree to execute and to cause to be effected such additional documents or matters as shall be required to fully and effectually achieve the intent hereof and to achieve matters collateral hereto including, but not limited to necessary corporate resolutions, necessary regulatory filings, specific management agreements, or such other matters required between the parties that are necessary to effect the intent of this Agreement and matters collateral.

General Provisions. (a) This Agreement will shall be governed by the internal substantive laws, but not laws of the choice State of law rules of UtahCalifornia. This Agreement represents the entire agreement between the parties with respect to the issuance purchase of Common Stock by the Shares to the EmployeePurchaser and may only be modified or amended in writing signed by both parties. (b) Any notice, demand or request required or permitted to be given by either the Company or the Employee Purchaser pursuant to the terms of this Agreement will shall be in writing and will shall be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writing. (c) The rights and benefits of the Company under this Agreement will shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder will shall inure to the benefit of, and be enforceable by the Company’s 's successors and assigns. The rights and obligations of the Purchaser under this Agreement may only be assigned with the prior written consent of the Company and any purported transfer otherwise shall be null and void. (d) Either party’s 's failure to enforce any provision or provisions of this Agreement will shall not in any way be construed as a waiver of any such provisionprovision or provisions, nor prevent that party thereafter from thereafter enforcing any each and every other provision of this Agreement. The rights granted both parties hereunder herein are cumulative and will shall not constitute a waiver of either party’s 's right to assert any all other legal remedy remedies available to itit under the circumstances. (e) The Employee Purchaser agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. (f) PURCHASER ACKNOWLEDGES AND AGREES THAT THE LAPSING OF THE REPURCHASE OPTION PURSUANT TO SECTION 4 HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS AN "AT WILL" EMPLOYEE OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED OR PURCHASING SHARES HEREUNDER). PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE REPURCHASE OPTION SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR SUCH PERIOD, FOR ANY PERIOD PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S 'S RIGHT TO TERMINATE EMPLOYEE’S PURCHASER'S EMPLOYMENT WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSE. (g) Purchaser has reviewed this Agreement in its entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of this Agreement.

General Provisions. (a) This Agreement will be governed by Agreement, together with the internal substantive lawsPlan, but not the choice of law rules of Utah. This Agreement represents represent the entire agreement between the parties with respect to the issuance purchase of the Awarded Shares to the Employeeand may only be modified or amended in a writing signed by both parties. (b) Any notice, demand or request required or permitted to be given by either the Company or the Employee Grantee pursuant to the terms of this Agreement will must be in writing and will be deemed given when (i) on the date and at the time delivered personally via personal, courier or deposited recognized overnight delivery service, (ii) if sent via telecopier on the date and at the time telecopied with confirmation of delivery, (iii) if sent via email or other electronic delivery and receipt is confirmed, on the date and at the time received, or (iv) if mailed, on the date five days after the date of the mailing (which must be by registered or certified mail). Delivery of a notice by telecopy (with confirmation) or by email or other electronic delivery (with confirmation or receipt) will be permitted and will be considered delivery of a notice notwithstanding that it is not an original that is received. Any notice to Grantee under this Agreement will be made to Grantee at the address (or telecopy number, email or other electronic address, as the case may be) listed in the U.S. mail, First Class with postage prepaid, and addressed Company’s personnel files. If directed to the parties Company, any such notice, demand or request will be sent to the Chairman of the Committee at the addresses of the parties set forth at the end of this Agreement Company’s principal executive office, or to such other address or person as the Company may hereafter specify in writing. Any notice to the Escrow Holder will be sent to the Company’s address, with a party may request by notifying copy to the other in writingparty not sending the notice. (c) The rights Company may condition delivery of certificates for Awarded Shares (or, if the Awarded Shares are not certificated, the entry in the stock record books of the Company under this Agreement will be transferable to any one or more persons or entities, and all covenants and agreements hereunder will inure of the transfer to the benefit of, Grantee of the Awarded Shares) upon the prior receipt from Grantee of any undertakings which it may determine are required to assure that the certificates are being issued in compliance with federal and be enforceable by the Company’s successors and assignsstate securities laws. (d) The Grantee has received a copy of the Plan, has read the Plan and is familiar with its terms, and hereby accepts the Awarded Shares subject to all of the terms and provisions of the Plan, as amended from time to time. Pursuant to the Plan, the Board and the Committee are authorized to interpret the Plan and to adopt rules and regulations not inconsistent with the Plan as they deem appropriate. The Grantee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board or the Committee upon any questions arising under the Plan. (e) Neither this Agreement nor any rights or interest hereunder will be assignable by the Grantee, the Grantee’s beneficiaries or legal representatives, and any purported assignment in violation hereof will be null and void. (f) Either party’s failure to enforce any provision or provisions of this Agreement will not in any way be construed as a waiver of any such provisionprovision or provisions, nor prevent that party thereafter from thereafter enforcing any each and every other provision of this Agreement. The rights granted both parties hereunder herein are cumulative and will not constitute a waiver of either party’s right to assert any all other legal remedy remedies available to itit under the circumstances. (eg) The Employee agrees grant of Awarded Shares hereunder does not confer upon request the Grantee any right to execute continue in service with the Company or any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreementits subsidiaries. (fh) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALLThe Awarded Shares and any related dividends or distributions are intended to be exempt from the requirements of Internal Revenue Code Section 409A. (i) This Agreement shall be governed by, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIMEand enforced in accordance with, WITH OR WITHOUT CAUSEthe laws of the State of Delaware, without regard to the application of the principles of conflicts or choice of laws. (j) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall be deemed to be one and the same instrument. In the event that any signature to this Agreement is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

General Provisions. (a) This Nipro and the Acquisition Corporation acknowledge that the obligations set forth in this Agreement will be governed by the internal substantive laws, but not the choice of law rules of Utah. This Agreement represents the entire agreement between the parties with respect deemed to the issuance be obligations of the Shares Stockholder solely in the Stockholder’s capacity as a stockholder of HDI, and will not be deemed to limit or restrict in any manner the Employeedischarge of the Stockholder’s fiduciary duties as a director of HDI. (b) The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. The parties accordingly agree that, in addition to any other remedy to which they are entitled at law or in equity, the parties are entitled to injunctive relief to prevent breaches of this Agreement and otherwise to enforce specifically the provisions of this Agreement. Each party expressly waives any requirement that any other party obtain any bond or provide any indemnity in connection with any action seeking injunctive relief or specific enforcement of the provisions of this Agreement. Any noticeparty having any rights under any provision of this Agreement will have all rights and remedies set forth in this Agreement and all rights and remedies that such party may have been granted at any time under any other agreement or contract and all of the rights that such party may have under applicable law. (c) Except as otherwise provided in this Agreement, demand each party will pay its respective direct and indirect expenses incurred by it in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated by this Agreement, including all fees and expenses of its advisors and representatives. (d) No party hereto may assign or request required delegate any of such party’s rights or obligations under or in connection with this Agreement without the written consent of the other party hereto. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto or thereto will be binding upon and enforceable against the respective successors and assigns of such party and will be enforceable by and will inure to the benefit of the respective successors and permitted assigns of such party. (e) This Agreement may be amended at any time by the execution and delivery of a written instrument by or on behalf of Nipro, the Acquisition Corporation and the Stockholder. (f) At any time prior to the Effective Time, the parties may extend the time for performance of or waive compliance with any of the covenants or agreements of the other parties to this Agreement and may waive any breach of the representations or warranties of such other parties. No agreement extending or waiving any provision of this Agreement will be valid or binding unless it is in writing and is executed and delivered by or on behalf of the party against which it is sought to be enforced. (g) Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement. (h) This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same Agreement. (i) The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. (j) All notices, demands or other communications to be given or delivered under or by either reason of the Company or the Employee pursuant to the terms provisions of this Agreement will be in writing and will be deemed to have been given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties recipient, one business day after the date when sent to the recipient by telecopy (receipt confirmed) or three business days after the date when sent to the recipient by reputable express courier service (charges prepaid). Such notices, demands and other communications will be sent to Nipro, the Acquisition Corporation and the Stockholder at the addresses of indicated below: If to Nipro or the parties set forth at Acquisition Corporation: Nipro Corporation c/o Nipro Medical Corporation 0000 X.X. 000xx Xxxxxx Xxxxx, Xxxxxxx 00000 Attention: Xxxx Xxxxxxxxxx, President With a copy (which will not constitute notice) to: Xxxxx & XxXxxxxx LLP One Prudential Plaza 000 Xxxx Xxxxxxxx Xxxxx Chicago, Illinois 60601 Attention: Xxxxx X. Xxxxxx Facsimile: (000) 000-0000 If to the end of this Agreement Stockholder: c/o Home Diagnostics, Inc. 0000 X.X. 00xx Xxxxx Xx. Xxxxxxxxxx, Xxxxxxx 00000 Facsimile: (000) 000-0000 With a copy (which will not constitute notice) to: Xxxxxxxxx Xxxxxxxx Xxxxx & Xxxxx LLP 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx X. Xxxxxxx Facsimile: (000) 000-0000 or to such other address or to the attention of such other party as a the recipient party may request has specified by notifying prior written notice to the other in writingsending party. (ck) This Agreement will not confer any rights or remedies upon any person or entity other than Nipro, the Acquisition Corporation and the Stockholder and their respective successors and permitted assigns. (l) This Agreement (including the Merger Agreement and the other documents referred to herein) constitutes the entire agreement among the parties and supersedes any prior understandings, agreements or representations by or among the parties, written or oral, that may have related in any way to the subject matter hereof. (m) The rights of the Company under language used in this Agreement will be transferable deemed to any one or more persons or entities, and all covenants and agreements hereunder will inure to be the benefit of, and be enforceable language chosen by the Company’s successors parties to express their mutual intent and assignsno rule of strict construction will be applied against any party. The use of the word “including” in this Agreement means “including without limitation” and is intended by the parties to be by way of example rather than limitation. (dn) Either party’s failure ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS AGREEMENT AND THE SCHEDULES HERETO WILL BE GOVERNED BY THE INTERNAL PROCEDURAL AND SUBSTANTIVE LAW, WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES AND RULES, OF THE STATE OF DELAWARE. (o) Any action, suit or proceeding relating to enforce this Agreement or the enforcement of any provision of this Agreement will not may be brought or otherwise commenced only in any state or federal court located in the State of Delaware. Each party to this Agreement (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the state and federal courts located in the State of Delaware, (ii) agrees that each state and federal court located in the State of Delaware will be deemed to be a convenient forum and (iii) agrees not to assert (by way be construed of motion, as a waiver of defense or otherwise), in any such provisionaction, nor prevent suit or proceeding commenced in any state or federal court located in the State of Delaware, any claim that such party from thereafter enforcing any other provision is not subject personally to the jurisdiction of such court, that such action, suit or proceeding has been brought in an inconvenient forum, that the venue of such proceeding is improper or that this Agreement or the subject matter of this AgreementAgreement may not be enforced in or by such court. The rights granted both parties hereunder are cumulative and EACH PARTY IRREVOCABLY DESIGNATES THE CORPORATION TRUST COMPANY AS ITS AGENT AND ATTORNEY-IN-FACT FOR THE ACCEPTANCE OF SERVICE OF PROCESS AND MAKING AN APPEARANCE ON ITS BEHALF IN ANY SUCH CLAIM OR PROCEEDING AND FOR THE TAKING OF ALL SUCH ACTS AS MAY BE NECESSARY OR APPROPRIATE IN ORDER TO CONFER JURISDICTION OVER IT BEFORE THE CHANCERY COURT OF THE STATE OF DELAWARE OR THE UNITED STATES FEDERAL DISTRICT COURT FOR THE STATE OF DELAWARE AND EACH PARTY HERETO STIPULATES THAT SUCH CONSENT AND APPOINTMENT IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 7(j) will not constitute a waiver be deemed effective service of either process on such party’s right to assert any other legal remedy available to it. (ep) The Employee agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. (f) EACH OF THE EMPLOYEE ACKNOWLEDGES PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND AGREES THAT ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT AND OR THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALL, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSEHEREBY.

General Provisions. (a) This Agreement will be governed by the internal substantive laws, but not the choice of law rules of Utah. This Agreement represents the entire agreement All communications between the parties or their representatives in connection with the attempted resolution of any Dispute shall be deemed to have been delivered in furtherance of a Dispute settlement and shall be exempt from discovery and production, and shall not be admissible into evidence for any reason (whether as an admission or otherwise), in any arbitral or other proceeding for the resolution of any Dispute. WITH RESPECT TO ANY DISPUTE TO WHICH THIS SECTION 9.3 APPLIES OR OTHERWISE IN RESPECT OF THIS AGREEMENT, THE PARTIES EXPRESSLY WAIVE AND FOREGO ANY RIGHT TO EXEMPLARY, SPECIAL, PUNITIVE, INDIRECT, REMOTE, SPECULATIVE OR CONSEQUENTIAL DAMAGES (INCLUDING IN RESPECT OF LOST PROFITS OR REVENUES), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (PROVIDED THAT LIABILITY FOR ANY SUCH DAMAGES WITH RESPECT TO ANY THIRD PARTY CLAIM AND ANY STATUTORY PENALTIES UNDER ENVIRONMENTAL LAW SHALL BE CONSIDERED DIRECT DAMAGES). The specific procedures set forth in this Section 9.3, including the time limits referenced therein, may be modified by agreement of both of the parties in writing. All applicable statutes of limitations and defenses based upon the passage of time shall be tolled while the procedures specified in this Section 9.3 are pending. The parties will take any necessary or appropriate action required to effectuate such tolling. Unless otherwise agreed in writing, the parties will continue to provide service and honor all other commitments under this Agreement during the course of resolution of a Dispute pursuant to the provisions of this Section 9.3 with respect to the issuance of the Shares all matters not subject to the Employeesuch Dispute. (b) Any notice, demand or request required or permitted to be given by either the Company or the Employee pursuant to the terms of this Agreement will be in writing and will be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writing. (c) The rights of the Company under this Agreement will be transferable to any one or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assigns. (d) Either party’s failure to enforce any provision of this Agreement will not in any way be construed as a waiver of any such provision, nor prevent that party from thereafter enforcing any other provision of this Agreement. The rights granted both parties hereunder are cumulative and will not constitute a waiver of either party’s right to assert any other legal remedy available to it. (e) The Employee agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. (f) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALL, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSE.

General Provisions. (a) 7.1 This Agreement will shall be governed by and enforced in accordance with the internal substantive lawsterms of the Plan and the laws of the Commonwealth of Massachusetts, but not without regard to the choice conflict of law rules laws principles thereof, and shall be binding upon the heirs, personal representatives, executors, administrators, successors and assigns of Utah. the parties. 7.2 This Agreement represents and the entire applicable terms of the Plan embody the complete agreement between and understanding among the parties hereto with respect to the issuance of subject matter hereof and thereof, supersedes and preempts any prior understandings, agreements or representations by or among the Shares parties, written or oral, which may have related to the subject matter hereof in any way and may only be modified or amended in writing signed by the Company and the Employee. (b) Any notice, demand or request required or permitted to 7.3 The certificates representing the Restricted Shares shall be given endorsed with the following legend: The transferability of this certificate and the shares represented by either the Company or the Employee pursuant this certificate are subject to the terms and conditions of the Kopin Corporation 2010 Equity Incentive Plan and a Restricted Stock Grant Agreement entered into by the registered owner and Kopin Corporation. Copies of such Plan and Agreement are on file in the offices of Kopin Corporation. 7.4 The rights and obligations of each party under this Agreement will be in writing and will be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed shall inure to the parties at the addresses benefit of the parties set forth at the end of this Agreement or and be binding upon such other address as a party may request by notifying the other in writing. (c) party’s heirs, legal representatives, successors and permitted assigns. The rights and obligations of the Company under this Agreement will shall be transferable assignable by the Company to any one or more persons or entitiesentities without the consent of the Employee or any other person. The rights and obligations of any person other than the Company under this Agreement may only be assigned with the prior written consent of the Company. 7.5 No consent to or waiver of any breach or default in the performance of any obligations hereunder shall be deemed or construed to be a consent to or waiver of any other breach or default in the performance of any of the same or any other obligations hereunder. Failure on the part of any party to complain of any act or failure to act of any other party or to declare any party in default, irrespective of the duration of such failure, shall not constitute a waiver of rights hereunder and all covenants and agreements no waiver hereunder will inure to the benefit ofshall be effective unless it is in writing, and be enforceable executed by the Company’s successors and assignsparty waiving the breach or default hereunder. (d) Either party’s failure to enforce 7.6 If any provision of this Agreement will shall be held illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall attach only to such provision and shall not in any way be construed as a waiver of any such provisionmanner affect or render illegal, nor prevent that party from thereafter enforcing invalid or unenforceable any other provision severable provisions of this Agreement. . 7.7 The rights granted both parties hereunder headings in this Agreement are cumulative and will for convenience of identification only, do not constitute a waiver of either party’s right to assert any other legal remedy available to itpart hereof, and shall not affect the meaning or construction hereof. (e) 7.8 The Employee agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. 7.9 In case of any dispute hereunder, the parties will submit to the exclusive jurisdiction and venue of any court of competent jurisdiction sitting in the county in which the Company’s headquarters in the Commonwealth of Massachusetts is located, and will comply with all requirements necessary to give such court jurisdiction over the parties and the controversy. Each party hereto, in addition to being entitled to exercise all rights granted by law including recovery of damages (f) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR but subject to the remainder of this subsection), will be entitled to specific performance of such party’s rights under this Agreement. The parties hereto agree that monetary damages would not be adequate compensation for any loss incurred by reason of a breach of the provisions of this Agreement and hereby agree to waive the defense in any action for specific performance that a remedy at law would be adequate. EACH PARTY HEREBY WAIVES ANY PERIOD OR AT ALL, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH A JURY TRIAL AND TO CLAIM OR RECOVER PUNITIVE DAMAGES. Nothing contained in this Section 7.9 shall be construed to limit or otherwise interfere in any respect with the authorities granted the Committee under the Plan, including without limitation, its sole and exclusive discretion to interpret the Plan and all awards granted thereunder (including pursuant to this Agreement). 7.10 Nothing contained in this Agreement shall confer upon the Employee any right with respect to the continuation of his or her employment or other association with the Company or any Affiliate, or interfere in any way with the right of the Company and its Affiliates, subject to the terms of the Employee’s separate employment or consulting agreement, if any, or provision of law or the Company’s articles of incorporation or by-laws to the contrary, at any time to terminate such employment or consulting agreement or otherwise modify the terms and conditions of the Employee’s employment or association with the Company or any of its Affiliates. 7.11 This Agreement may be executed in one or more counterparts, each of which when executed shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. In making proof of this Agreement it shall not be necessary to produce or account for more than one such counterpart. 7.12 All capitalized terms used but not defined herein shall have the respective meaning given such terms in the Plan. 7.13 Where the context requires, pronouns and modifiers in the masculine, feminine or neuter gender shall be deemed to refer to or include the other genders. [THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSE.REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY]

General Provisions. (a) This Any dispute, controversy or claim arising out of or relating to this Agreement will be governed by or the internal substantive lawsAncillary Agreements, but not the choice of law rules of Utah. This Agreement represents the entire agreement between the parties including with respect to (i) the issuance validity, interpretation, performance, breach or termination thereof or (ii) whether any Asset or Liability not specifically characterized in this Agreement or its Schedules, whose proper characterization is disputed, is a Delphi Technologies Asset, Aptiv Asset, Delphi Technologies Liability or Aptiv Liability, shall be resolved in accordance with the procedures set forth in this Article IV (a “Dispute”), which shall be the sole and exclusive procedures for the resolution of any such Dispute unless otherwise specified in this Article IV or Article V; provided, however, notwithstanding the foregoing, this Article IV shall not apply to any Ancillary Agreement regarding the lease or sublease of real property following an assignment of such agreement or any of the Shares rights or obligations thereunder to the Employeea Third Party. (b) Any noticeEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE ANCILLARY AGREEMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, demand or request required or permitted to be given by either the Company or the Employee pursuant to the terms of this Agreement will be in writing and will be deemed given when delivered personally or deposited in the U.S. mailAND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY BASED UPON, First Class with postage prepaidRELATING TO OR ARISING FROM THIS AGREEMENT AND ANY OF THE ANCILLARY AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writingAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE SUCH WAIVER, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (III) IT MAKES SUCH WAIVER VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 4.1(B). (c) The rights specific procedures set forth in this Article IV, including the time limits referenced herein, may be modified by agreement of both of the Company under this Agreement will be transferable to any one or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assignsParties in writing. (d) Either party’s failure to enforce any provision Commencing with the Initial Notice contemplated by Section 4.2, all applicable statutes of limitations and defenses based upon the passage of time shall be tolled while the procedures specified in this Agreement will not in any way be construed as a waiver of any such provision, nor prevent that party from thereafter enforcing any other provision of this AgreementArticle IV are pending. The rights granted both parties hereunder are cumulative and will not constitute a waiver of either party’s right Parties shall take any necessary or appropriate action required to assert any other legal remedy available to iteffectuate such tolling. (e) The Employee agrees upon request Commencing with the Initial Notice contemplated by Section 4.2, any communications between the Parties or their representatives in connection with the attempted negotiation of any Dispute shall be deemed to execute have been delivered in furtherance of a Dispute settlement and shall be exempt from disclosure and production, and shall not be admissible into evidence for any further documents reason (whether as an admission or instruments necessary otherwise), in any arbitral or desirable other proceeding for the adjudication of any Dispute; provided, that evidence that is otherwise subject to carry out disclosure or admissible shall not be rendered outside the purposes scope of disclosure or intent inadmissible as a result of this Agreementits use in the negotiation. (f) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALL, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSE.

General Provisions. (aA) This Agreement will be governed by In reaching this Agreement, the internal substantive laws, but not parties hereto have fully exercised and complied with any and all obligations to bargain and have fully considered and explored all subjects and matters in any way material to the choice of law rules of Utah. This Agreement represents the entire agreement relationship between the parties. In negotiating and agreeing to this contract, all matters concerning which parties could contract have been considered and disposed of. (B) The parties acknowledge that during the negotiations which resulted in this Agreement, each had the unlimited right and opportunity to make demands and proposals with respect to all proper subjects of collective bargaining and that all such subjects have been discussed and negotiated upon and the issuance agreements contained in this Agreement were arrived at after the free exercise of such rights and opportunities. Therefore, the Shares to Employer and the Employee. (b) Any noticeUnion, demand or request required or permitted to be given by either for the Company or the Employee pursuant to the terms life of this Agreement will Agreement, each voluntarily and unqualifiedly waive the right and each agrees the other shall not be obligated to bargain collectively with respect to any subject or matter not specifically referred to or covered in writing and will be deemed given when delivered personally this Agreement, even though such subject or deposited in matter may not have been within the U.S. mail, First Class with postage prepaid, and addressed to knowledge or contemplation of either or both of the parties at the addresses of the parties set forth at the end of this Agreement time they negotiated or such other address as a party may request by notifying the other in writing. (c) The rights of the Company under this Agreement will be transferable to any one or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assigns. (d) Either party’s failure to enforce any provision of this Agreement will not in any way be construed as a waiver of any such provision, nor prevent that party from thereafter enforcing any other provision of signed this Agreement. The rights granted parties understand and agree that this Agreement covers all bargained for conditions of employment, and that the Employer has the right, at its discretion, to change, modify or amend conditions of employment not so covered as its business judgment dictates. (C) It is understood wherever in this Agreement employees or jobs are referred to in the male or female gender it shall be recognized as referring to both males and females. (D) This Agreement can be changed or modified by mutual agreement only by a document in writing signed on behalf of both parties hereunder are cumulative and will hereto by their duly authorized representatives. (E) The waiver of any conditions or breach of this Agreement by either party shall not constitute a precedent for any further waiver of either party’s right to assert any other legal remedy available to itsuch condition or breach. (eF) The Employee agrees upon request It shall be the duty of the Company and its representatives and the Union and its representatives to execute any further documents or instruments necessary or desirable to carry out comply with and abide by all of the purposes or intent provisions of this Agreement. (f) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALL, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSE.

General Provisions. (a) The Company may assign any of its rights and obligations under this Agreement. Any assignment of rights and obligations by the Participant requires the Company’s prior written consent. This Agreement Agreement, and the rights and obligations of the parties hereunder, will be governed by the internal substantive laws, but not the choice of law rules of Utah. This Agreement represents the entire agreement between the parties with respect binding upon and inure to the issuance benefit of the Shares to the Employeetheir respective successors, assigns, heirs, executors, administrators and legal representatives. (b) Any notice, demand or request and all notices required or permitted to be given by either the Company or the Employee to a party pursuant to the terms provisions of this Agreement will be in writing and will be effective and deemed given when to provide such party sufficient notice under this Agreement on the earliest of the following: (i) at the time of personal delivery, if delivery is in person; (ii) at the time of transmission by facsimile, addressed to the other party at its facsimile number specified herein (or hereafter modified by subsequent notice to the parties hereto), with confirmation of receipt made by both telephone and printed confirmation sheet verifying successful transmission of the facsimile; (iii) one business day after deposit with an express overnight courier for United States deliveries, or two business days after such deposit for deliveries outside of the United States; or (iv) three business days after deposit in the United States mail by certified mail (return receipt requested) for United States deliveries. All notices for delivery outside the United States will be sent by facsimile or by express courier. All notices not delivered personally or deposited in the U.S. mail, First Class by facsimile will be sent with postage prepaid, and/or other charges prepaid and properly addressed to the parties party to be notified at the addresses of the parties address or facsimile number set forth at below the end signature lines of this Agreement or at such other address or facsimile number as a such other party may request designate by notifying one of the indicated means of notice herein to the other in writingparty hereto. Notices by facsimile will be machine verified as received. (c) The rights of the Company under this Agreement will be transferable to any one or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assigns. (d) Either party’s failure to enforce any provision of this Agreement will not in any way be construed as a waiver of any such provision, nor prevent that party from thereafter enforcing any other provision of this Agreement. The rights granted both parties hereunder are cumulative and will not constitute a waiver of either party’s right to assert any other legal remedy available to it. (e) The Employee agrees upon request agree to execute any such further documents or and instruments and to take such further actions as may be reasonably necessary or desirable to carry out the purposes or and intent of this Agreement. (fd) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALLThe titles, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIMEcaptions and headings of this Agreement are included for ease of reference only and will be disregarded in interpreting or construing this Agreement. Unless otherwise specifically stated, WITH OR WITHOUT CAUSEall references herein to “sections” and “exhibits” will mean “sections” and “exhibits” to this Agreement.

General Provisions. (aA) This Agreement will be governed by In reaching this Agreement, the internal substantive laws, but not parties hereto have fully exercised and complied with any and all obligations to bargain and have fully considered and explored all subjects and matters in any way material to the choice of law rules of Utah. This Agreement represents the entire agreement relationship between the parties. In negotiating and agreeing to this contract, all matters concerning which parties could contract have been considered and disposed of. (B) The parties acknowledge that during the negotiations which resulted in this Agreement, each had the unlimited right and opportunity to make demands and proposals with respect to all proper subjects of collective bargaining and that all such subjects have been discussed and negotiated upon and the issuance agreements contained in this Agreement were arrived at after the free exercise of such rights and opportunities. Therefore, the Shares to Employer and the Employee. (b) Any noticeUnion, demand or request required or permitted to be given by either for the Company or the Employee pursuant to the terms life of this Agreement will Agreement, each voluntarily and unqualifiedly waive the right and each agrees the other shall not be obligated to bargain collectively with respect to any subject or matter not specifically referred to or covered in writing and will be deemed given when delivered personally this Agreement, even though such subject or deposited in matter may not have been within the U.S. mail, First Class with postage prepaid, and addressed to knowledge or contemplation of either or both of the parties at the addresses of the parties set forth at the end of this Agreement time they negotiated or such other address as a party may request by notifying the other in writing. (c) The rights of the Company under this Agreement will be transferable to any one or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assigns. (d) Either party’s failure to enforce any provision of this Agreement will not in any way be construed as a waiver of any such provision, nor prevent that party from thereafter enforcing any other provision of signed this Agreement. The rights granted parties understand and agree that this Agreement covers all bargained for conditions of employment, and that the Employer has the right, at its discretion, to change, modify or amend conditions of employment not so covered as its business judgment dictates. (C) It is understood wherever in this Agreement employees or jobs are referred to in the male or female gender it shall be recognized as referring to both males and females (D) This Agreement can be changed or modified by mutual agreement only by a document in writing signed on behalf of both parties hereunder are cumulative and will hereto by their duly authorized representatives. (E) The waiver of any conditions or breach of this Agreement by either party shall not constitute a precedent for any further waiver of either party’s right to assert any other legal remedy available to itsuch condition or breach. (eF) The Employee agrees upon request It shall be the duty of the Company and its representatives and the Union and its representatives to execute any further documents or instruments necessary or desirable to carry out comply with and abide by all of the purposes or intent provisions of this Agreement. (f) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALL, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSE.

General Provisions. (a) This Agreement will be governed by the internal substantive laws, but not the choice of law rules of Utah. This Agreement represents the entire agreement between the parties with respect to the issuance grant of the Shares to the Employeeand may only be modified or amended in a writing signed by both parties. (b) Any notice, demand or request required or permitted to be given by either the Company or the Employee Grantee pursuant to the terms of this Agreement will shall be in writing and will shall be deemed given when on the date and at the time delivered personally via personal, courier or deposited in recognized overnight delivery service or, if sent via telecopier, on the U.S. date and at the time telecopied with confirmation of delivery or, if mailed, on the date five (5) days after the date of the mailing (which shall be by regular, registered or certified mail, First Class ). Delivery of a notice by telecopy (with postage prepaid, confirmation) shall be permitted and addressed shall be considered delivery of a notice notwithstanding that it is not an original that is received. If directed to the parties at Grantee, any such notice, demand or request shall be sent to the addresses of address on file with the parties set forth at the end of this Agreement Company, or to such other address as the Grantee may hereafter specify in writing. If directed to the Company, any such notice, demand or request shall be sent to the Company’s principal executive office, c/o the Company’s Secretary, or to such other address or person as the Company may hereafter specify in writing. Any notice to the Escrow Holder shall be sent to the Company’s address, with a party may request by notifying copy to the other in writingparty not sending the notice. (c) The rights of the Company under Neither this Agreement will nor any rights or interest hereunder shall be transferable to any one assignable by the Grantee, her beneficiaries or more persons or entitieslegal representatives, and all covenants any purported assignment in violation hereof shall be null and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assignsvoid. (d) Either party’s failure to enforce any provision or provisions of this Agreement will shall not in any way be construed as a waiver of any such provisionprovision or provisions, nor prevent that party thereafter from thereafter enforcing any each and every other provision of this Agreement. The rights granted both parties hereunder herein are cumulative and will shall not constitute a waiver of either party’s right to assert any all other legal remedy remedies available to itit under the circumstances. (e) The Employee agrees grant of Shares hereunder will not confer upon request the Grantee any right to execute continue in service with the Company or any further documents of its subsidiaries or instruments necessary or desirable to carry out the purposes or intent of this Agreementaffiliates. (f) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALLThis Agreement shall be governed by, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIMEand enforced in accordance with, WITH OR WITHOUT CAUSEthe laws of the State of Delaware, without regard to the application of the principles of conflicts or choice of laws of Delaware or any other jurisdiction. (g) This Agreement may be executed, including execution by facsimile signature, in one or more counterparts, each of which shall be deemed an original, and all of which together shall be deemed to be one and the same instrument.

General Provisions. (a) This Except as specifically revised or waived set forth above, the Credit Agreement will be governed by and the internal substantive lawsother Loan Documents shall remain in full force and effect and are hereby ratified and confirmed. Each of the Credit Parties hereby confirms its respective guarantees, but not the choice pledges, grants of law rules of Utah. This Agreement represents the entire agreement between the parties with respect security interests and mortgages and other obligations, as applicable, under and subject to the issuance terms of each of the Shares other Loan Documents to which it is party, and agrees that, notwithstanding the Employeeeffectiveness of this Modification Agreement, such guarantees, pledges, grants of security interests and mortgages and other obligations, and the terms of each of the other Loan Documents to which it is a party, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect after giving effect to this Modification Agreement. (b) Any noticeThe execution, demand delivery and effectiveness of this Modification Agreement shall not operate as a waiver of any right, power or request required remedy of the Agent or permitted any Lender under the Credit Agreement or any other Loan Document, nor constitute amendment of any provision of the Credit Agreement or any other Loan Document, except as specifically set forth herein. Upon the Effective Date of this Modification Agreement, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of similar import shall mean and be given by either the Company or the Employee pursuant a reference to the terms of this Credit Agreement will be in writing and will be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writingrevised hereby. (c) The rights Each Credit Party acknowledges and agrees that the revisions, waivers and consents set forth herein are effective solely for the purposes set forth herein and shall not be deemed (i) except as expressly provided in this Modification Agreement, to be a consent by the Agent or any Lender to any amendment, waiver or modification of any term or condition of the Company Credit Agreement or of any other Loan Document, (ii) to create a course of dealing or otherwise obligate the Agent or Lenders to forbear, waive, consent or execute similar revisions or waivers under the same or similar circumstances in the future, or (iii) to amend, prejudice, relinquish or impair any right of the Agent or Lenders to receive any indemnity or similar payment from any Person or entity as a result of any matter arising from or relating to this Modification Agreement. (d) This Modification Agreement may be executed in any number of counterparts, each such counterpart constituting an original but all together one and the same instrument. Any party delivering an executed counterpart of this Modification Agreement by fax shall also deliver an original executed counterpart, but the failure to do so shall not affect the validity, enforceability or binding effect of this Modification Agreement. (e) In case any provision in or obligation under this Modification Agreement will shall be transferable to invalid, illegal or unenforceable in any one jurisdiction, the validity, legality and enforceability of the remaining provisions or more persons obligations, or entitiesof such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. (f) This Modification Agreement shall be binding upon and all covenants and agreements hereunder will inure to the benefit of, of the parties hereto and be enforceable by the Company’s their respective successors and assigns. (dg) Either party’s failure Without limiting the general applicability of Section 8.2 of the Credit Agreement, the Credit Parties agree to enforce any provision reimburse the Agent for the reasonable fees, costs and expenses of counsel in connection with the preparation, negotiation, execution, delivery and administration of this Agreement will not in any way be construed as a waiver of any such provision, nor prevent that party from thereafter enforcing any other provision of this Agreement. The rights granted both parties hereunder are cumulative and will not constitute a waiver of either party’s right to assert any other legal remedy available to it. (e) The Employee agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Modification Agreement. (fh) This Modification Agreement shall constitute a Loan Document. (i) Section headings in this Modification Agreement are included herein for convenience of reference only and shall not constitute a part of this Modification Agreement for any other purposes. (j) THE EMPLOYEE ACKNOWLEDGES VALIDITY, CONSTRUCTION AND AGREES THAT ENFORCEABILITY OF THIS MODIFICATION AGREEMENT AND SHALL BE GOVERNED BY THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE INTERNAL LAWS OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALLTHE STATE OF GEORGIA, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT WITHOUT GIVING EFFECT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSECONFLICT OF LAWS PRINCIPLES THEREOF.

General Provisions. (a) Nothing contained in this Agreement shall be construed to require the commission of any act contrary to law, and whenever there is any conflict between any provision of this Agreement and any statute, law, ordinance, or regulation, contrary to which the parties have no legal right to contract, then the latter shall prevail; but in such an event, the provisions of this Agreement so affected shall be curtailed and limited only to the extent necessary to bring it within the legal requirements. b) Failure to insist upon strict compliance with any of the terms, covenants, and conditions hereof shall not be deemed a waiver of such term, covenant or condition. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute a waiver of any other provision, whether or not similar, not shall any waiver constitute a continuing waiver and no waiver shall be binding unless contained in a writing specifically referring to this Agreement and executed by the party making the waiver. c) The invalidity or unenforceability of any provision hereon shall in no way affect the validity or enforceability of any other provision. d) This Agreement will be governed by the internal substantive laws, but not the choice of law rules of Utah. This Agreement represents constitutes the entire agreement between the parties with respect pertaining to the issuance subject matter contained herein and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written, of the Shares parties and none shall be available to the Employee. (b) Any noticeinterpret or construe this Agreement. No supplement, demand modification or request required or permitted to be given by either the Company or the Employee pursuant to the terms amendment of this Agreement will shall be binding unless contained in a writing specifically referring to this Agreement and will be deemed given when delivered personally or deposited executed by Employee and Employer, approved by a majority vote of Employer's Board of Directors. e) The paragraph headings used in the U.S. mail, First Class with postage prepaidthis Agreement are for reference and convenience only, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writing. (c) The rights of the Company under this Agreement will be transferable to any one or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assigns. (d) Either party’s failure to enforce any provision of this Agreement will shall not in any way be construed as a waiver of any such provisionlimit or amplify the terms and provisions hereof, nor prevent that party from thereafter enforcing any other provision of this Agreement. The rights granted both parties hereunder are cumulative and will not constitute a waiver of either party’s right to assert any other legal remedy available to it. (e) The Employee agrees upon request to execute any further documents or instruments necessary or desirable to carry out enter into the purposes or intent interpretation of this Agreement. (f) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALLThis Agreement shall inure to the benefit of and be binding upon the parties and their respective heirs, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIMEexecutors, WITH OR WITHOUT CAUSEadministrators, successor and assigns, except that the duties and obligations of Employee hereunder may not be delegate or assigned. g) Employer and Employee agree that this Agreement and performance under it, and all suits and special proceedings that may ensue from its breach, be construed in accordance with and under the laws of the State of California. h) In the event an action is brought by either party related to this Agreement the prevailing party shall be entitle to recover, in addition to any other remedy, reasonable attorney's fees and costs.

General Provisions. These terms and conditions (athis “Agreement”) This Agreement will be governed govern all orders from Arachnid Inc.’s customer (“Buyer”) to Arachnid, Inc. (“Arachnid”) for, and xxxxx and the grant of related licenses by Arachnid to Buyer of, the internal substantive laws, but not Arachnid product referred to as the choice of law rules of Utah“GALAXY 3” and its software (the “Product”). This Agreement represents the entire agreement between the parties with With respect to the issuance of the Shares to the Employee. (b) Any noticeProducts, demand or request required or permitted to be given by either the Company or the Employee pursuant to the terms and conditions of this Agreement will be shall (i) supersede any conflicting or additional terms contained in writing any advertisement, quotation, purchase order, confirmation, acknowledgment or other document or communication heretofore or hereafter between Buyer and will be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaidArachnid, and addressed (ii) apply whether or not Arachnid or Buyer or both specifically reference this Agreement in any document concerning any order for or sale of the Products, unless Arachnid and Buyer expressly otherwise agree in a writing signed and delivered by each of them to the parties at the addresses of the parties set forth at the end other which specifically references this Agreement by date and describes which terms and conditions of this Agreement or such other address as a party may request by notifying the other in writing. (c) The rights of the Company under this Agreement will be transferable to any one or more persons or entities, are excepted and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Companysuper- seded. Arachnid’s successors and assigns. (d) Either party’s failure to enforce any provision of this Agreement will not in any way be construed as a waiver acceptance of any such provision, nor prevent that party from thereafter enforcing any other provision order by Buyer for a Product is expressly conditioned upon the applicability of this Agreement. The rights granted both parties hereunder All orders are cumulative and will not constitute a waiver subject to Arachnid’s approval, including approval of either partycredit terms. EXCEPT TO THE EXTENT LICENSED IN SEC- TION 2 BELOW, BUYER IS NOT ACQUIRING FROM ARACHNID ANY OWNERSHIP OR OTHER RIGHTS IN AND TO ANY OF THE SOFTWARE OR OTHER INTELLECTUAL PROPERTY USED TO OPERATE, OR COMPRISING ANY PART OF, THE PROD- UCTS. Unless otherwise specified by Arachnid, payment is due 30 days from the date of Arachnid’s right to assert any other legal remedy available to it. (e) The Employee agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. (f) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALL, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSE.invoice. Shipments shall be

General Provisions. (a) This Agreement will A grievant has the right of self-representation at any step in the grievance procedure and/or may choose to be governed accompanied by the internal substantive laws, but not the choice of law rules of Utah. This Agreement represents the entire agreement between the parties with respect to the issuance of the Shares to the EmployeeUnion or any other person. (b) Any noticeIf requested by Xxxxxxxx, demand or request required or permitted AAP has the right to be given by either the Company or the Employee pursuant present at, and to the terms of this Agreement will be in writing and will be deemed given when delivered personally or deposited participate in, any formal step in the U.S. mailgrievance procedure, First Class but shall not interfere with postage prepaid, the right of self- representation. (c) A faculty member who is serving as grievance officer and addressed files a grievance on his/her own behalf shall relinquish the role of grievance officer for the bargaining unit until dispute has been settled. (d) The parties may agree to modify the parties at the addresses time limits in any step of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other grievance procedure. At formal steps, agreement to modify time limits shall be in writing. (ce) The rights Failure at any step of this procedure to request review of a decision within the specified time limits, including any extensions thereof, shall be considered acceptance by the grievant of the Company under this Agreement will be transferable decision rendered at the previous step. Failure of the administration to communicate the decision on the grievance at any one or more persons or entitiesstep within the time limits, and all covenants and agreements hereunder will inure including any extension thereof, shall allow the grievant to proceed to the benefit of, and be enforceable by the Company’s successors and assigns. (d) Either party’s failure to enforce any provision of this Agreement will not in any way be construed as a waiver of any such provision, nor prevent that party from thereafter enforcing any other provision of this Agreement. The rights granted both parties hereunder are cumulative and will not constitute a waiver of either party’s right to assert any other legal remedy available to it. (e) The Employee agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreementnext step. (f) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALLNo member may take a grievance to arbitration except with the approval and participation of the AAP. (g) All grievances which proceed to formal settlement procedures, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIMEall requests for review, WITH OR WITHOUT CAUSEand all arbitration actions shall be submitted on forms attached to this Agreement as Appendices A, B, and C, respectively; and shall be signed by the grievant. The University may refuse consideration of a grievance not filed in accordance with this Article. (h) If the matter being grieved relates to an act or omission by the Xxxxxxx or the President, the grievance may be presented at Step Two or Step Three, utilizing the grievance form. (i) A grievance may be withdrawn by a grievant at any time. (j) A grievance may not be presented under this Article for an act or omission which occurred prior to the effective date of this Agreement.

General Provisions. (a) This Agreement will be governed by Agreement, together with the internal substantive lawsPlan, but not the choice of law rules of Utah. This Agreement represents represent the entire agreement between the parties with respect to the issuance purchase of the Awarded Shares to the Employeeand may only be modified or amended in a writing signed by both parties. (b) Any notice, demand or request required or permitted to be given by either the Company or the Employee Grantee pursuant to the terms of this Agreement will must be in writing and will be deemed given when (i) on the date and at the time delivered personally via personal, courier or deposited recognized overnight delivery service, (ii) if sent via telecopier on the date and at the time telecopied with confirmation of delivery, (iii) if sent via e-mail or other electronic delivery and receipt is confirmed, on the date and at the time received, or (iv) if mailed, on the date five days after the date of the mailing (which must be by registered or certified mail). Delivery of a notice by telecopy (with confirmation) or by e-mail or other electronic delivery (with confirmation or receipt) will be permitted and will be considered delivery of a notice notwithstanding that it is not an original that is received. Any notice to Grantee under this Agreement will be made to Grantee at the address (or telecopy number, email or other electronic address, as the case may be) listed in the U.S. mail, First Class with postage prepaid, and addressed Company’s personnel files. If directed to the parties Company, any such notice, demand or request will be sent to the Chairman of the Committee at the addresses of the parties set forth at the end of this Agreement Company’s principal executive office, or to such other address or person as the Company may hereafter specify in writing. Any notice to the Escrow Holder will be sent to the Company’s address, with a party may request by notifying copy to the other in writingparty not sending the notice. (c) The rights Company may condition delivery of certificates for Awarded Shares (or, if the Awarded Shares are not certificated, the entry in the stock record books of the Company under this Agreement will be transferable to any one or more persons or entities, and all covenants and agreements hereunder will inure of the transfer to the benefit of, Grantee of the Awarded Shares) upon the prior receipt from Grantee of any undertakings which it may determine are required to assure that the certificates are being issued in compliance with federal and be enforceable by the Company’s successors and assignsstate securities laws. (d) The Grantee has received a copy of the Plan, has read the Plan and is familiar with its terms, and hereby accepts the Awarded Shares subject to all of the terms and provisions of the Plan, as amended from time to time. Pursuant to the Plan, the Board and the Committee are authorized to interpret the Plan and to adopt rules and regulations not inconsistent with the Plan as they deem appropriate. The Grantee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board or the Committee upon any questions arising under the Plan. (e) Neither this Agreement nor any rights or interest hereunder will be assignable by the Grantee, the Grantee’s beneficiaries or legal representatives, and any purported assignment in violation hereof will be null and void. (f) Either party’s failure to enforce any provision or provisions of this Agreement will not in any way be construed as a waiver of any such provisionprovision or provisions, nor prevent that party thereafter from thereafter enforcing any each and every other provision of this Agreement. The rights granted both parties hereunder herein are cumulative and will not constitute a waiver of either party’s right to assert any all other legal remedy remedies available to itit under the circumstances. (eg) The Employee agrees grant of Awarded Shares hereunder does not confer upon request the Grantee any right to execute continue in service with the Company or any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreementits subsidiaries. (fh) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALLThe Awarded Shares and any related dividends or distributions are intended to be exempt from the requirements of Internal Revenue Code Section 409A. (i) This Agreement shall be governed by, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIMEand enforced in accordance with, WITH OR WITHOUT CAUSEthe laws of the State of Delaware, without regard to the application of the principles of conflicts or choice of laws. (j) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall be deemed to be one and the same instrument. In the event that any signature to this Agreement is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

General Provisions. (a) This Agreement All rights and remedies, hereunder will be cumulative and not alternative, and this Agreement shall be construed and governed by the internal substantive laws, but not the choice of law rules of Utah. This Agreement represents the entire agreement between the parties with respect to the issuance laws of the Shares to the EmployeeCommonwealth of Massachusetts. (b) Any notice, demand or request required or permitted to This Agreement may be given amended only by either the Company or the Employee pursuant to the terms of this Agreement will be in writing and will be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request written agreement signed by notifying the other in writingboth parties. (c) The rights Company and Hospital agree to conduct the Research Plan in accordance with all applicable Federal, State and local laws and regulations, as well as with applicable regulations of the Company under this Agreement will be transferable to any one or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assignsHospital. (d) Either party’s failure to enforce any provision of It is expressly agreed by the parties hereto that Hospital and Company are independent contractors and nothing in this Agreement will not in any way be construed as a waiver of any such provisionis intended to create an employer relationship, nor prevent that joint venture, or partnership between the parties. Neither party from thereafter enforcing any other provision of this Agreement. The rights granted both parties hereunder are cumulative and will not constitute a waiver of either party’s right has the authority to assert any other legal remedy available to itbind the other. (e) The Employee If any provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be impaired thereby. (f) EXCEPT AS PROVIDED HEREIN, HOSPITAL, MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY PATENT, TRADEMARK, SOFTWARE, TRADE SECRET, TANGIBLE RESEARCH PROPERTY, INFORMATION, MATERIAL OR DATA PROVIDED TO COMPANY HEREUNDER AND HEREBY DISCLAIMS THE SAME. HOSPITAL SHALL NOT BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL OR OTHER DAMAGES SUFFERED BY COMPANY RESULTING FROM COMPANY’S USE OF ANY PATENT, TRADEMARK, SOFTWARE, TRADE SECRET, TANGIBLE RESEARCH PROPERTY, INFORMATION, MATERIAL OR DATA PROVIDED TO COMPANY HEREUNDER. (g) This Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against the party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. (h) Each, party hereto agrees upon request to execute any execute, acknowledge and deliver such further documents or instruments and do all such further acts as may be necessary or desirable appropriate in order to carry out the purposes or and intent of this Agreement. (fi) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALL, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSEThe paragraph headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

General Provisions. (a) This Agreement will be governed by Agreement, together with the internal substantive lawsPlan, but not the choice of law rules of Utah. This Agreement represents represent the entire agreement between the parties with respect to the issuance purchase of the Awarded Shares to the Employeeand may only be modified or amended in a writing signed by both parties. (b) Any notice, demand or request required or permitted to be given by either the Company or the Employee Grantee pursuant to the terms of this Agreement will must be in writing and will be deemed given when (i) on the date and at the time delivered personally via personal, courier or deposited recognized overnight delivery service, (ii) if sent via telecopier on the date and at the time telecopied with confirmation of delivery, (iii) if sent via email or other electronic delivery and receipt is confirmed, on the date and at the time received, or (iv) if mailed, on the date five days after the date of the mailing (which must be by registered or certified mail). Delivery of a notice by telecopy (with confirmation) or by email or other electronic delivery (with confirmation or receipt) will be permitted and will be considered delivery of a notice notwithstanding that it is not an original that is received. Any notice to Grantee under this Agreement will be made to Grantee at the address (or telecopy number, email or other electronic address, as the case may be) listed in the U.S. mail, First Class with postage prepaid, and addressed Company’s personnel files. If directed to the parties Company, any such notice, demand or request will be sent to the Chairman of the Committee at the addresses of the parties set forth at the end of this Agreement Company’s principal executive office, or to such other address or person as the Company may hereafter specify in writing. Any notice to the Escrow Holder will be sent to the Company’s address, with a party may request by notifying copy to the other in writingparty not sending the notice. (c) The rights Company may condition delivery of certificates for Awarded Shares (or, if the Awarded Shares are not certificated, the entry in the stock record books of the Company under this Agreement will be transferable to any one or more persons or entities, and all covenants and agreements hereunder will inure of the transfer to the benefit of, Grantee of the Awarded Shares) upon the prior receipt from Grantee of any undertakings which it may determine are required to assure that the certificates are being issued in compliance with federal and be enforceable by the Company’s successors and assignsstate securities laws. (d) The Grantee has received a copy of the Plan, has read the Plan and is familiar with its terms, and hereby accepts the Awarded Shares subject to all of the terms and provisions of the Plan, as amended from time to time. Pursuant to the Plan, the Board and the Committee are authorized to interpret the Plan and to adopt rules and regulations not inconsistent with the Plan as they deem appropriate. The Grantee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board or the Committee upon any questions arising under the Plan. (e) Neither this Agreement nor any rights or interest hereunder will be assignable by the Grantee, the Grantee’s beneficiaries or legal representatives, and any purported assignment in violation hereof will be null and void. (f) Either party’s failure to enforce any provision or provisions of this Agreement will not in any way be construed as a waiver of any such provisionprovision or provisions, nor prevent that party thereafter from thereafter enforcing any each and every other provision of this Agreement. The rights granted both parties hereunder herein are cumulative and will not constitute a waiver of either party’s right to assert any all other legal remedy remedies available to itit under the circumstances. (eg) The Employee agrees grant of Awarded Shares hereunder does not confer upon request the Grantee any right to execute continue in service with the Company or any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreementits subsidiaries. (fh) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALLThe Awarded Shares and any related dividends or distributions are intended to be exempt from the requirements of Internal Revenue Code Section 409A. (i) This Agreement shall be governed by, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIMEand enforced in accordance with, WITH OR WITHOUT CAUSEthe laws of the State of Delaware, without regard to the application of the principles of conflicts or choice of laws. (j) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall be deemed to be one and the same instrument. In the event that any signature to this Agreement is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file or picture format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such electronic facsimile signature page were an original thereof. The parties confirm that it is their wish that this Agreement may be executed by means of electronic signature.

General Provisions. (a) This Agreement will be construed and enforced in accordance with and governed by the internal substantive lawslaws of the State of Delaware, but not without giving effect to the choice of law rules of Utah. This Agreement represents the entire agreement between the parties with respect to the issuance of the Shares to the Employeeany jurisdiction. (b) Any notice, demand or request required or permitted to be given by either the Company or the Employee pursuant to the terms of this Agreement will be in writing and will be deemed given when delivered personally personally, one day after deposit with a recognized international delivery service (such as FedEx), or deposited three days after deposit in the U.S. mail, First Class first class, certified or registered, return receipt requested, with postage prepaid, and in each case addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request designate by notifying the other in writing. (c) The rights and obligations of the Company and the Grantee hereunder will be binding upon, inure to the benefit of and be enforceable against their respective successors and assigns, legal representatives and heirs. In addition, the rights and obligations of the Company under Section 2 of this Agreement will be transferable to any one or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assignsentities as set forth therein. (d) Either party’s failure to enforce any provision or provisions of this Agreement Agreement, except for the exercise by the Company of its Repurchase Option, will not in any way be construed as a waiver of any such provisionprovision or provisions, nor prevent that the party thereafter from thereafter enforcing any each and every other provision of this Agreement. The rights granted both the parties hereunder herein are cumulative and will not constitute a waiver of either any party’s right to assert any all other legal remedy remedies available to itit under the circumstances. (e) The Employee agrees Grantee agrees, upon request request, to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. (f) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALLThis Agreement is not employment or service contract, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSEand nothing in this Agreement creates or will be deemed to create in any way whatsoever any obligation on the part of the Company to continue Grantee’s service. (g) This Agreement expresses the entire understanding with respect to the subject matter hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof. This Agreement may only be amended by a writing signed by both the Grantee and the Company. [Signature Page Follows]

General Provisions. (a) This Agreement will Assignment and Acceptance shall be governed by the internal substantive laws, but not the choice of law rules of Utah. This Agreement represents the entire agreement between the parties with respect to the issuance of the Shares to the Employee. (b) Any notice, demand or request required or permitted to be given by either the Company or the Employee pursuant to the terms of this Agreement will be in writing and will be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaidbinding upon, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writing. (c) The rights of the Company under this Agreement will be transferable to any one or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance may be enforceable executed by one or more of the parties to this Assignment and Acceptance on any number of separate counterparts (including by facsimile or other electronic transmission) and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Assignment and Acceptance and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Company’s successors Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and assigns. obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (dii) Either party’s failure to enforce the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any provision other right of this Agreement will not [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way be construed based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as a waiver of any [the][an] “Assigned Interest”). Each such provisionsale and assignment is without recourse to [the][any] Assignor and, nor prevent that party from thereafter enforcing any other provision of except as expressly provided in this AgreementAssignment and Acceptance, without representation or warranty by [the][any] Assignor. The rights granted both parties hereunder are cumulative and will not constitute a waiver benefit of either party’s right to assert any other legal remedy available to iteach Security Document shall be maintained in favor of [the][each] Assignee. (e) The Employee agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. (f) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALL, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSE.

General Provisions. (aA) No provision hereof may be waived unless in writing signed by the party to be charged. Waiver of any one provision herein shall not be deemed to be a waiver of any other provision herein. This Agreement may be modified or amended only by a written agreement executed by both parties. (B) This Agreement will shall be governed by and construed under and in accordance with the internal substantive lawslaws (without regard to the laws of conflicts) of the State of New York. Any action brought to enforce, but not apply or interpret this Agreement or to resolve any dispute arising out of or relating in any way to this Agreement shall be brought in the choice District Court in Tulsa County, Oklahoma (or, if necessary, in the courts in and for the United States of law rules America for the Northern District of Utah. Oklahoma) and all parties to this Agreement acknowledge and agree that such courts have jurisdiction and are proper venues. (C) This Agreement may be executed in one or more counterparts, each of which shall be an original but all of which, together, shall be deemed to constitute a single document. (D) Titles or captions contained in this Agreement are inserted only as matter of convenience and for reference and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision hereof. (E) Each party represents and warrants to each other that it is the entire agreement between sole and lawful owner of all right, title and interest in and to every claim and other matter which the party purports to release herein and that such party has not heretofore assigned or transferred, or purported to assign or transfer, to any other person or entity any claims or other matters herein released. (F) This Agreement shall inure to the benefit of and shall be binding upon the predecessors, successors and assigns of the parties hereto, and each of them. Except with respect to the issuance of the Shares parties referenced in Section 1 above, this Settlement Agreement is not intended to the Employeeconstitute a third party beneficiary contract. (bG) Any noticeExcept as may otherwise be expressly agreed in writing, demand or request required or permitted to be given by either the Company or the Employee pursuant to the terms of this Agreement will be in writing and will be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at hereto agree to bear their own costs and attorneys' fees in connection with the addresses of Lawsuit, the parties set forth at SUSA, the end of this Agreement or such other address as a party may request by notifying the other in writing. (c) The rights of the Company under this Agreement will be transferable to any one or more persons or entities, Settlement Statement and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assigns. (d) Either party’s failure to enforce any provision of this Agreement will not in any way be construed as a waiver of any such provision, nor prevent that party from thereafter enforcing any other provision of this Agreement. The rights granted both parties hereunder are cumulative and will not constitute a waiver of either party’s right to assert any other legal remedy available to it. (e) The Employee agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. (fH) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALLThe warranties and representations of this Agreement are deemed to survive the execution hereof. (I) In the event that any of the terms or provisions of this Agreement are found to be legally unenforceable by a court of competent jurisdiction, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIMEthen the remaining terms and conditions, WITH OR WITHOUT CAUSEif capable of substantial performance, shall nevertheless remain in full force and effect and such unenforceable provisions shall be deemed to be restated to reflect the original intentions of the parties as nearly as possible, in accordance with applicable law. (J) In the event of a breach or threatened breach of this Agreement, the non-defaulting party shall have the right to seek injunctive relief without a showing of irreparable harm or injury and without bond as well as the right to seek specific performance or monetary damages against the party breaching or threatening to breach this Agreement.

General Provisions. (a) This Agreement will To the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder shall be governed binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the internal substantive laws, but not the choice of law rules of Utah. This Agreement represents the entire agreement between the parties with respect to the issuance of the Shares to the EmployeeGeneral Partner. (b) Any noticeThis Agreement, demand or request required or permitted to be given by either together with the Company or other Transaction Documents, constitutes the Employee pursuant entire agreement and understanding of the Partners with respect to the terms of this Agreement will be in writing matters covered hereby and will be deemed given when delivered personally shall supersede all previous written, oral or deposited in the U.S. mailimplied agreements, First Class representations, statements, promises and understandings between them with postage prepaid, and addressed respect to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writingmatters. (c) The rights of the Company under this This Agreement will shall be transferable to any one or more persons or entitiesbinding upon, and all covenants and agreements hereunder will inure to the benefit of, the parties to this Agreement and be enforceable by the Company’s their respective permitted successors and assigns. (d) Either party’s failure to enforce any provision The validity, interpretation and enforcement of this Agreement will not in any way shall be construed as a waiver governed by the laws of any such provision, nor prevent that party from thereafter enforcing any other provision the State of this Agreement. The rights granted both parties hereunder are cumulative and will not constitute a waiver Delaware without regard to its principles of either party’s right to assert any other legal remedy available to itconflicts of law. (e) The Employee agrees upon request Each Partner hereby submits to execute the exclusive jurisdiction of any further documents United States Federal court sitting in New York County or instruments necessary New York State Court located in New York County in any action or desirable proceeding arising out of or relating to carry out the purposes or intent of this Agreement. (f) EACH OF THE EMPLOYEE ACKNOWLEDGES PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALLVOLUNTARY. (g) Subject to Section 23(e), AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIMEif any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, WITH OR WITHOUT CAUSEsuch provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect. (h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the future. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing. (i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles. (j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. (k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa. (l) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original against any party who signed such counterpart, but all of which together shall constitute one and the same instrument. A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an original. (m) The Schedules and Exhibits annexed hereto or otherwise set forth in the Supplemental Letter are an integral part of this Agreement and all references herein to this Agreement shall encompass such Schedules and Exhibits. (n) Unless otherwise indicated, all section references are to this Agreement. (o) Each Partner hereby agrees and acknowledges that: (i) the General Partner and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth Xxxx LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained Xxxxxx, Xxxx & Xxxxxxxx LLP (the “RP Law Firm”), in each case, in connection with the drafting of this Agreement, and (ii) each of the General Partner and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counsel.

General Provisions. (a) This Agreement will shall be governed by the internal substantive laws of the State of Delaware, without giving effect to principles of conflicts of laws. (b) This Agreement, but not the choice of law rules of Utah. This Agreement represents Plan and the PSIP constitute the entire agreement between the parties Company and the Participant concerning the subject matter hereof. There is no representation or statement made by any party on which another party has relied which is not included in this Agreement. Any previous agreement between the Company and the Participant concerning the subject matter hereof is hereby terminated and superseded by this Agreement, the Plan and the PSIP. This Agreement may not be assigned by the Participant except as required in connection with respect a permitted transfer thereunder. Subject to the issuance foregoing, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the Shares to parties hereto. Any attempted transfer of this Agreement not in compliance with the Employeeterms hereof shall be null and void. (bc) Neither this Agreement nor any term hereof may be amended, modified, waived, discharged, or terminated except by a written instrument signed by the Company and the Participant; provided, however, that the Company unilaterally may waive any provision hereof in writing to the extent that such waiver does not adversely affect the interests of the Participant hereunder, but no such waiver shall operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision hereof. (d) Either party’s failure to enforce any provision or provisions of this Agreement shall not in any way be construed as a waiver of any such provision or provisions, nor prevent that party thereafter from enforcing each and every other provision of this Agreement. The rights granted both parties herein are cumulative and shall not constitute a waiver of either party’s right to assert all other legal remedies available to it under the circumstances. (e) THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE PERFORMANCE SHARES SUBJECT TO THIS AWARD ARE EARNED BY CONTINUING EMPLOYMENT WITH THE COMPANY (OR A SUBSIDIARY) THROUGH THE APPLICABLE VESTING DATES AND ACHIEVEMENT OF THE PERFORMANCE CRITERIA SET FORTH HEREIN, AS AN “AT WILL” EMPLOYEE OF THE COMPANY (OR A SUBSIDIARY) AND NOT THROUGH THE ACT OF BEING HIRED OR ACQUIRING SHARES HEREUNDER. THE PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR SUCH PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH THE COMPANY’S RIGHT TO TERMINATE THE PARTICIPANT’S EMPLOYMENT WITH THE COMPANY (OR A SUBSIDIARY) AT ANY TIME, WITH OR WITHOUT CAUSE. (f) Any notice, demand notice or request other communication required or permitted to be given by either the Company or the Employee pursuant to the terms of this Agreement will hereunder shall be in writing and will shall be deemed given when delivered personally or deposited in the U.S. sent by facsimile transmission, overnight air courier, or first class certified or registered mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request designate by notifying five (5) days’ advance written notice to the other parties hereto. All notices and communications shall be deemed to have been received unless otherwise set forth herein: (i) in writingthe case of personal delivery, on the date of such delivery; (ii) in the case of facsimile transmission, on the date on which the sender receives electronic confirmation that such notice was received by the addressee; (iii) in the case of overnight air courier, on the second business day following the day sent, with receipt confirmed by the courier; and (iv) in the case of mailing by first class certified or registered mail, postage prepaid, return receipt requested, on the fifth business day following such mailing. (cg) The rights of the Company under this Agreement will be transferable to If any one term or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assigns. (d) Either party’s failure to enforce any provision of this Agreement will or the application thereof to any person, property or circumstance shall to any extent be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons, property or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. (h) This Agreement may be executed in any way two or more counterparts, each of which shall be construed as a waiver deemed an original, but all of any such provision, nor prevent that party from thereafter enforcing any which together shall constitute one and the same instrument. Facsimile or other provision electronic signatures (including PDFs) shall be deemed an original. (i) The headings of the sections of this Agreement are for convenience and shall not by themselves determine the interpretation of this Agreement. The rights granted both language used in this Agreement will be deemed to be the language chosen by the parties hereunder are cumulative to express their mutual intent and no rule of strict construction will not constitute a waiver of either be applied against any party’s right to assert any other legal remedy available to it. (ej) The Employee agrees This Agreement will not confer any rights or remedies upon request to execute any further documents or instruments necessary or desirable to carry out person other than the purposes or intent of this Agreementparties hereto and their respective successors and permitted assigns. (fk) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALLBy his or her signature below, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIMEthe Participant agrees to be bound by the terms and conditions of the Plan and the PSIP. The Participant has reviewed the Plan and the PSIP in its entirely, WITH OR WITHOUT CAUSEhas had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of this Agreement and the Plan. The Participant hereby agrees to accept as binding, conclusive and final all decisions and interpretations of the Plan, the PSIP and this Agreement by the Committee.

General Provisions. (a) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CONNECTICUT. This Agreement will may not be governed changed, modified or discharged on behalf of Lender, in whole or part, and no right of Lender may be waived except by a writing signed by a duly authorized officer of Lender. The Lender is authorized and empowered to date this Agreement and the internal substantive lawsSchedule(s) thereto and to fill in blank spaces in accordance with the terms of the transaction, including, but not limited to inserting serial numbers and equipment descriptions in Schedule A and the choice assignment of law rules of Utahan account number. This Agreement represents the entire agreement between the parties with respect to the issuance of the Shares to the Employee. (b) Any notice, demand or request required or permitted to be given by either the Company or the Employee pursuant to the terms of this Agreement will Notices hereunder shall be in writing and will shall be deemed given when personally delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed when sent by facsimile to a party's facsimile number or three days after having been mailed to the parties other party at the addresses of the parties set forth at the end of this Agreement address specified above or such other new address as to which a party may request advise the other. Forbearance or indulgence by notifying the other in writing. (c) The rights of the Company under this Agreement will be transferable to any one or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assigns. (d) Either party’s failure to enforce any provision of this Agreement will not Lender in any way be construed as a waiver of any such provision, nor prevent that party from thereafter enforcing any other provision of this Agreement. The rights granted both parties hereunder are cumulative and will regard shall not constitute a waiver of either party’s right the covenant or condition to assert any other legal remedy available be performed by Borrower to it. (e) which the same may apply. The Employee agrees section captions are for convenience and are not a part of the Agreement. This Agreement shall be binding upon request and inure to execute any further documents or instruments necessary or desirable to carry out the purposes or intent benefit of the heirs, executors, administrators, successors and permitted assigns of the parties. Any provision of this Agreement. (f) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS ANY OTHER WRITTEN AGREEMENTS EXECUTED SIMULTANEOUSLY HEREWITH SUPERSEDE ANY PRIOR PROPOSAL LETTERS, COMMITMENT LETTERS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD NEGOTIATIONS AND THERE ARE NO ORAL COVENANTS OR AT ALL, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSEAGREEMENTS. This Agreement shall not be binding on Lender until accepted and executed on behalf of Lender at its Lithcfield Connecticut office.

General Provisions. (a) This Agreement will shall be governed by the internal substantive laws, but not laws of the choice Sate of law rules of UtahNew Jersey. This Agreement represents the entire agreement between the parties with respect to the issuance purchase of Common Stock by the Shares to the EmployeePurchaser and may only be modified or amended in writing signed by both parties. (b) Any notice, demand or request required or permitted to be given by either the Company or the Employee Purchaser pursuant to the terms of this Agreement will shall be in writing and will shall be deemed given when delivered personally or deposited in the U.S. mail, First first Class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writing. (c) The rights and benefits of the Company under this Agreement will shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder will shall inure to the benefit of, and be enforceable by the Company’s 's successors and assigns. The rights and obligations of the Purchaser under this Agreement may only be assigned with the prior written consent of the Company and any purported transfer otherwise shall be null and void. (d) Either party’s 's failure to enforce any provision or provisions of this Agreement will shall not in any way be construed as a waiver wavier of any such provisionprovision or provisions, nor prevent that that party thereafter from thereafter enforcing any each and every other provision of this Agreement. The rights granted both parties hereunder herein are cumulative and will shall not constitute a waiver of either party’s 's right to assert any all other legal remedy remedies available to itit under the circumstances. (e) The Employee Purchaser agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. (f) PURCHASER ACKNOWLEDGES AND AGREES THAT THE LAPSING OF THE REPURCHASE OPTION PURSUANT TO SECTION 4 HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS AN AT-WILL EMPLOYEE OF, OR SERVICE PROVIDER TO, THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED OR PURCHASING SHARES HEREUNDER). PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE REPURCHASE OPTION SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE OR SERVICE PROVIDER FOR SUCH PERIOD, FOR ANY PERIOD OR AT ALL, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S 'S RIGHT TO TERMINATE EMPLOYEE’S PURCHASER'S EMPLOYMENT WITH THE COMPANY OR SERVICE RELATIONSHIP AT ANY TIME, WITH OR WITHOUT CAUSE. (g) Purchaser has reviewed this Agreement in its entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of this Agreement.

General Provisions. (a) This Agreement will shall be governed by the internal substantive laws, but not the choice laws of law rules of UtahDelaware. This Agreement represents the entire agreement between the parties with respect to the issuance purchase of the Shares to by the Employee. (b) Purchaser and may only be modified or amended in writing signed by both parties. Any notice, demand demand, offer, request or request other communication required or permitted to be given by either the Company or the Employee Purchaser pursuant to the terms of this Agreement will shall be in writing and will shall be deemed effectively given the earlier of (i) when received, (ii) when delivered personally personally, (iii) one business day after being delivered by facsimile (with receipt of appropriate confirmation), (iv) one business day after being deposited with an overnight courier service or (v) four days after being deposited in the U.S. mail, First Class with postage prepaidprepaid and return receipt requested, and addressed to the parties at the addresses of the parties other party’s address as set forth at on the end of signature page to this Agreement or such other address Agreement, as a party may request be updated by notifying the other notice in writing. (c) accordance with this Agreement. The rights and benefits of the Company under this Agreement will shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder will shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. (d) . The rights and obligations of the Purchaser under this Agreement may only be assigned with the prior written consent of the Company. Either party’s failure to enforce any provision or provisions of this Agreement will shall not in any way be construed as a waiver of any such provisionprovision or provisions, nor prevent that party thereafter from thereafter enforcing any each and every other provision of this Agreement. The rights granted both parties hereunder herein are cumulative and will cumulative. Failure to enforce any provision or provisions of this Agreement shall not constitute a waiver of either party’s right to assert any all other legal remedy remedies available to it. (e) it under the circumstances. The Employee Purchaser agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. . Should any provision of this Agreement be found to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable to the greatest extent permitted by law. Any and all controversies, claims, or disputes arising out of, relating to, or resulting from this Agreement shall be subject to binding arbitration under the Arbitration Rules set forth in the Delaware Uniform Arbitration Act (fthe “Rules”) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALLand pursuant to Delaware law. Purchaser agrees that the arbitrator shall have the power to decide any motions brought by any party to the arbitration, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIMEincluding motions for summary judgment and/or adjudication and motions to dismiss and demurrers, WITH OR WITHOUT CAUSE.prior to any arbitration hearing. Purchaser also agrees that the arbitrator shall have the power to award any remedies, including attorneys’ fees and costs, available under applicable law. Purchaser understands that each party shall bear its own costs and expenses, including attorney’s fees, incurred in connection with any Arbitration. The decision of the arbitrator shall be in writing. Except as provided by the Rules, arbitration shall be the sole, exclusive and final remedy for any dispute under this Agreement. Accordingly, except as provided for by the Rules, neither the Purchaser nor the Company will be permitted to pursue court action regarding this Agreement. In addition to the right under the Rules to petition a court for provisional relief, the Purchaser agrees that any party may also petition a court for injunctive relief where either party alleges or claims a violation of any confidential information or invention assignment agreement between the Purchaser and the Company or any other agreement regarding trade secrets, confidential information, or non-solicitation. In the event either party seeks injunctive relief, the prevailing party shall be entitled to recover reasonable costs and attorney’s fees. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same agreement. Facsimile copies of signed signature pages shall be binding originals. (Signature Page Follows)

General Provisions. (a) This Agreement will shall be governed by the internal substantive laws, but not laws of the choice State of law rules of UtahCalifornia. This Agreement represents the entire agreement between the parties with respect to the issuance purchase of Common Stock by the Shares to the EmployeePurchaser and may only be modified or amended in writing signed by both parties. (b) Any notice, demand or request required or permitted to be given by either the Company or the Employee Purchaser pursuant to the terms of this Agreement will shall be in writing and will shall be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writing. (c) The rights and benefits of the Company under this Agreement will shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder will shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. The rights and obligations of the Purchaser under this Agreement may only be assigned with the prior written consent of the Company and any purported transfer otherwise shall be null and void. (d) Either party’s failure to enforce any provision or provisions of this Agreement will shall not in any way be construed as a waiver of any such provisionprovision or provisions, nor prevent that party thereafter from thereafter enforcing any each and every other provision of this Agreement. The rights granted both parties hereunder herein are cumulative and will shall not constitute a waiver of either party’s right to assert any all other legal remedy remedies available to itit under the circumstances. (e) The Employee Purchaser agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. (f) THE EMPLOYEE PURCHASER ACKNOWLEDGES AND AGREES THAT THE LAPSING OF THE REPURCHASE OPTION PURSUANT TO SECTION 3 HEREOF IS EARNED ONLY BY THE CONTINUING SERVICE OF THE PURCHASER TO THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED OR PURCHASING SHARES HEREUNDER). THE PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE REPURCHASE OPTION SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT OF THE PURCHASER AS AN EMPLOYEE A SERVICE PROVIDER FOR SUCH PERIOD, FOR ANY PERIOD PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEETHE PURCHASER’S EMPLOYMENT WITH SERVICE TO THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSE. (g) The Purchaser has reviewed this Agreement in its entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of this Agreement.

General Provisions. These terms and conditions (athis “Agreement”) This Agreement will be governed govern all orders from Arachnid Inc.’s customer (“Buyer”) to Arachnid, Inc. (“Arachnid”) for, and sales and the grant of related licenses by Arachnid to Buyer of, the internal substantive laws, but not Arachnid product referred to as the choice of law rules of Utah“GALAXY II” and its software (the “Product”). This Agreement represents the entire agreement between the parties with With respect to the issuance of the Shares to the Employee. (b) Any noticeProducts, demand or request required or permitted to be given by either the Company or the Employee pursuant to the terms and conditions of this Agreement will be shall (i) supersede any conflicting or additional terms contained in writing any advertisement, quotation, purchase order, confirmation, acknowledgment or other document or communication heretofore or hereafter between Buyer and will be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaidArachnid, and addressed (ii) apply whether or not Arachnid or Buyer or both specifically reference this Agreement in any document concerning any order for or sale of the Products, unless Arachnid and Buyer expressly otherwise agree in a writing signed and delivered by each of them to the parties at the addresses of the parties set forth at the end other which specifically references this Agreement by date and describes which terms and conditions of this Agreement or such other address as a party may request by notifying the other in writing. (c) The rights of the Company under this Agreement will be transferable to any one or more persons or entities, are excepted and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Companysuper- seded. Arachnid’s successors and assigns. (d) Either party’s failure to enforce any provision of this Agreement will not in any way be construed as a waiver acceptance of any such provision, nor prevent that party from thereafter enforcing any other provision order by Buyer for a Product is expressly conditioned upon the applicability of this Agreement. The rights granted both parties hereunder All orders are cumulative and will not constitute a waiver subject to Arachnid’s approval, including approval of either partycredit terms. EXCEPT TO THE EXTENT LICENSED IN SEC- TION 2 BELOW, BUYER IS NOT ACQUIRING FROM ARACHNID ANY OWNERSHIP OR OTHER RIGHTS IN AND TO ANY OF THE SOFTWARE OR OTHER INTELLECTUAL PROPERTY USED TO OPERATE, OR COMPRISING ANY PART OF, THE PROD- UCTS. Unless otherwise specified by Arachnid, payment is due 30 days from the date of Arachnid’s right to assert any other legal remedy available to it. (e) The Employee agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. (f) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALL, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSE.invoice. Shipments shall be

General Provisions. (a) This Agreement will shall be governed by the internal substantive laws, but not laws of the choice State of law rules of UtahCalifornia. This Agreement represents the entire agreement between the parties with respect to the issuance purchase of Common Stock by the Shares to the EmployeePurchaser and may only be modified or amended in writing signed by both parties. (b) Any notice, demand or request required or permitted to be given by either the Company or the Employee Purchaser pursuant to the terms of this Agreement will shall be in writing and will shall be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writing. Any notice to the Escrow Holder shall be sent to the Company's address with a copy to the other party not sending the notice. (c) The rights and benefits of the Company under this Agreement will shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder will shall inure to the benefit of, and be enforceable by the Company’s 's successors and assigns. The rights and obligations of the Purchaser under this Agreement may only be assigned with the prior written consent of the Company. (d) Either party’s 's failure to enforce any provision or provisions of this Agreement will shall not in any way be construed as a waiver of any such provisionprovision or provisions, nor prevent that party thereafter from thereafter enforcing any each and every other provision of this Agreement. The rights granted both parties hereunder herein are cumulative and will shall not constitute a waiver of either party’s 's right to assert any all other legal remedy remedies available to itit under the circumstances. (e) The Employee Purchaser agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. (f) PURCHASER ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO SECTION 4 HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS AN EMPLOYEE OR CONSULTANT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED OR PURCHASING SHARES HEREUNDER). PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE OR CONSULTANT FOR THE VESTING PERIOD, FOR ANY PERIOD PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH EMPLOYEE’S PURCHASER'S RIGHT OR THE COMPANY’S 'S RIGHT TO TERMINATE EMPLOYEE’S PURCHASER'S EMPLOYMENT WITH THE COMPANY OR CONSULTING RELATIONSHIP AT ANY TIME, WITH OR WITHOUT CAUSE. (g) SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.

General Provisions. (a) This Agreement will The Sub-Adviser may rely on information reasonably believed by it to be governed accurate and reliable. Except as may otherwise be provided by the internal substantive laws1940 Act, but not neither the choice Sub-Adviser nor its officers, directors, employees or agents shall be subject to any liability for any error of judgment or mistake of law rules or for any loss arising out of Utah. This any investment or other act or omission in the performance by the Sub-Adviser of its duties under this Agreement represents or for any loss or damage resulting from the entire agreement between imposition by any government or exchange control restrictions which might affect the parties with respect liquidity of the Fund's assets, or from acts or omissions of custodians or securities depositories or from any war or political act of any foreign government to which such assets might be exposed, provided that nothing herein shall be deemed to protect or purport to protect the Sub-Adviser against any liability to the issuance Adviser or the Company or to its shareholders to which the Sub-Adviser would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder, or by reason of the Shares to the EmployeeSub-Adviser's reckless disregard of its obligations and duties hereunder or a breach of its fiduciary duty. (b) Any noticeThe Adviser understands that the Sub-Adviser now acts, demand will continue to act, or request required may act in the future, as investment adviser or permitted investment sub-adviser to be given by either fiduciary and other managed accounts, including other investment companies, and the Company or the Employee pursuant Adviser has no objection to the terms Sub-Adviser so acting, provided that the Sub-Adviser duly performs all obligations under this Agreement. The Adviser also understands that the Sub-Adviser may give advice and take action with respect to any of its other clients or for its own account which may differ from the timing or nature of action taken by the Sub-Adviser with respect to the Fund. Nothing in this Agreement will be in writing and will be deemed given when delivered personally shall impose upon the Sub-Adviser any obligation to purchase or deposited in the U.S. mailsell or to recommend for purchase or sale, First Class with postage prepaid, and addressed respect to the parties at Fund, any security which the addresses Sub-Adviser or its shareholders, directors, officers, employees or affiliates may purchase or sell for its or their own account(s) or for the account of the parties set forth at the end of this Agreement or such any other address as a party may request by notifying the other in writingclient. (c) The rights Except to the extent necessary to perform its obligations hereunder, nothing herein shall be deemed to limit or restrict the right of the Sub-Adviser, or the right of any of its officers, directors or employees who may also be an officer, director or employee of the Company, or person otherwise affiliated with the Company under this Agreement will be transferable (within the meaning of the 0000 Xxx) to engage in any other business or to devote time and attention to the management or other aspects of any other business, whether of a similar or dissimilar nature or to render services of any kind to any one other trust corporation, firm, individual or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assignsassociation. (d) Either party’s failure Each party agrees to enforce any provision perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Illinois. The captions in this Agreement will not are included for convenience only and in no way define or delimit any way be construed as a waiver of any such provision, nor prevent that party from thereafter enforcing any other provision of this Agreement. The rights granted both parties hereunder are cumulative and will not constitute a waiver of either party’s right to assert any other legal remedy available to itthe provisions hereof or otherwise affect their construction or effect. (e) Any notice under this Agreement shall be in writing, addressed and delivered or mailed postage pre-paid to the appropriate party at the following addresses. The Employee agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement.Adviser at: 0000-X Xxxxx Xxxxxxxxxx Xxxx, Xxxxx 000 Xxxxxxx, Xxxxxxxx 00000 Attention: Xxxxxx X. Xxxxxxxxx, President The Sub-Adviser at: 0 Xxxxxxxxx Xxxxxx Xxxx Xxxxxxxxx, XX 00000 Attention: Xxxxxxx Xxxxxx, Chief Executive Officer (f) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALLSub-Adviser agrees to notify Adviser of any change in Sub-Adviser's senior officers, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIMEportfolio managers, WITH OR WITHOUT CAUSEand directors within a reasonable time after such change. Sub-Adviser further agrees to provide Adviser with any amendments to Parts I and II of its ADV within a reasonable time after such amendments and notify Adviser of any regulatory, civil or criminal proceedings, actions or complaints involving the Sub-Adviser or its affiliates within a reasonable time. (g) This Agreement may be amended in accordance with the 1940 Act. (h) This Agreement constitutes the entire agreement among the parties hereto. (i) This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall together, constitute only one instrument.

General Provisions. (a) This Agreement will shall be construed and enforced in accordance with and governed by the internal substantive laws, but not laws of the choice State of law rules of UtahNew York. This Agreement represents the entire agreement between the parties with respect to the issuance repurchase of the Shares to by the EmployeeCompany and may be modified or amended only in a writing signed by all parties hereto. (b) In addition to the legend set forth in paragraph 6 of this Agreement, the certificates representing the Shares shall be endorsed with the following legend. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RESTRICTED STOCK ISSUANCE AGREEMENT AND TO THE RESTRICTIONS CONTAINED THEREIN, INCLUDING RESTRICTIONS UPON TRANSFER. A COPY OF THE AGREEMENT WILL BE FURNISHED TO ANY INTERESTED PARTY UPON WRITTEN REQUEST, WITHOUT CHARGE. (c) Any notice, demand or request required or permitted to be given by either the Company or the Employee pursuant to the terms of this Agreement will shall be in writing and will shall be deemed given when delivered personally or deposited in the U.S. mail, First Class 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 Agreement or such other address as a party may request designate by notifying the other in writing. (cd) The rights and obligations of the Company and the Grantee hereunder shall be binding upon, inure to the benefit of and be enforceable against their respective successors and assigns, legal representatives and heirs. In addition, the rights and obligations of the Company under Section 2 of this Agreement will shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assignsentities as set forth therein. (de) Either party’s failure to enforce any provision or provisions of this Agreement will Agreement, except for the exercise by the Company or its assigns of the Repurchase Option, shall not in any way be construed as a waiver of any such provisionprovision or provisions, nor prevent that the party thereafter from thereafter enforcing any each and every other provision of this Agreement. The rights granted both the parties hereunder herein are cumulative and will shall not constitute a waiver of either any party’s right to assert any all other legal remedy remedies available to itit under the circumstances. (ef) The Employee agrees Company and the Grantee agree, upon request request, to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. (fg) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND DOES NOT IN ANY MANNER OBLIGATE THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALL, AND SHALL NOT INTERFERE COMPANY TO CONTINUE THE GRANTEE’S RELATIONSHIP WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSE. (h) This Agreement expresses the entire understanding with respect to the subject matter hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof.

General Provisions. The Receiving Party shall keep Confidential Information of the other Party(ies) strictly confidential and shall use them solely for the purpose contemplated by this Agreement (athe “Purpose”), except as otherwise agreed in writing by such other Party(ies) This Agreement will be governed (either by DYNACURE or by ICM acting on behalf of the internal substantive lawsCo-Owners as appropriate). [***] Certain information in this document has been excluded pursuant to Regulation S-K, but Item 601(b)(10). Such excluded information is not the choice of law rules of Utah. This Agreement represents the entire agreement between the parties with respect material and would likely cause competitive harm to the issuance registrant if publicly disclosed. The Receiving Party shall not publish, disseminate or otherwise disclose any Confidential Information of the Shares to other Party(ies), without the Employee. (b) Any notice, demand or request required or permitted to be given by either the Company or the Employee pursuant to the terms of this Agreement will be in writing and will be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses prior written consent of the parties set forth at the end other Party(ies) (consent of this Agreement either DYNACURE or such other address as a party may request by notifying the other in writing. (c) The rights ICM acting on behalf of the Company Co-Owners as appropriate), except as otherwise expressly permitted under this Agreement will be transferable to Agreement. In particular, no Party shall publish, disseminate or otherwise disclose any one or more persons or entitiesJoint Results, without the prior written consent of DYNACURE and all covenants and agreements hereunder will inure to ICM acting on behalf of the benefit ofCo-Owners, and be enforceable by the Company’s successors and assigns. (d) Either party’s failure to enforce any provision of this Agreement will not in any way be construed except as a waiver of any such provision, nor prevent that party from thereafter enforcing any other provision of otherwise expressly permitted under this Agreement. The rights granted both parties hereunder Receiving Party may disclose specific Confidential Information of the other Party(ies) to its respective officers, directors, employees and those of its Affiliates (and if applicable, subcontractors and Sublicensees), who need to know the same for the Purpose and are cumulative bound by obligations of confidentiality, non-disclosure and will restricted use at least as stringent as those set forth herein (collectively, “Representatives”). The Receiving Party shall not constitute disclose any Confidential Information of the other Party(ies) to a waiver third party (except to an Affiliate or if applicable to a subcontractor or a Sublicensee in accordance with the paragraph above), except if previously duly authorized in writing by such other Party(ies) (either by DYNACURE or by ICM acting on behalf of either party’s right the Co-Owners as appropriate) to assert do so or as otherwise expressly permitted under this Agreement, and provided that, in any case, such third party is bound by confidentiality and restricted use obligations no less restrictive than those set out herein. In any case, the Receiving Party shall remain liable for compliance with any and all provisions of this Agreement to the extent applicable, by any of its Representatives as well as any other legal remedy available third party to itwhom it might disclose Confidential Information of the other Party(ies). The Receiving Party shall protect Confidential Information of the other Party(ies) in its possession by using the same degree of care, but not less than a reasonable degree of care, to prevent the unauthorized disclosure or use of such Confidential Information, as that Receiving Party uses to protect its own proprietary information of same importance. (e) The Employee agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. (f) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALL, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSE.

General Provisions. (a) ICE Data agrees not to use or make any public reference, whether written or oral, to Subscriber by name or use of trade xxxx without the prior consent of Subscriber. (b) The headings used in this Agreement are inserted only for convenience of reference. Such headings shall not be deemed to govern, limit, modify or in any manner affect the scope, meaning or intent of the provisions of this Agreement, nor shall headings otherwise be given any legal effect. (c) Words importing the singular number only shall include the plural and vice versa, and words importing persons shall include firms and corporations and vice versa. (d) This Agreement does not create a partnership, joint venture or agency relationship between the Parties. Neither Party shall have any power to obligate or bind the other Party in any manner. (e) ICE Data may amend this Agreement at any time by providing a ninety (90) days’ prior notice, through electronic or other direct communication with Subscriber, and any such amendments will be governed prospectively binding on Subscriber effective ninety (90) days from the date of such notice. Subscriber’s use of any portion of the Global Index Feed Data after the effective date of any such amendment shall constitute Subscriber’s ratification of, and agreement to, any such amendment. In the event that Subscriber objects to such amendment, then Subscriber shall be entitled to terminate this Agreement by providing a prior written notice to ICE Data at least thirty (30) days prior to the internal substantive lawseffective date stated in the notice for such amendment. (f) This Agreement, but not the choice of law rules of Utah. This Agreement represents together with any schedules and exhibits, constitutes the entire agreement between the parties Parties hereto with respect to its subject matter. This Agreement supersedes all previous agreements between the Parties with respect to the issuance subject matter of this Agreement. Each of the Shares Parties acknowledges that in entering into this Agreement, it has not relied on any oral or written representation, warranty or other assurance (except as referred to the Employeein this Agreement). (bg) Any noticeThis Agreement may be signed in counterparts, demand or request required or permitted to be given by either with the Company or same effect as if the Employee pursuant to signature on each counterpart were upon the terms of this Agreement will be in writing and will be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writingsame instrument. (ch) The rights of the Company under this This Agreement will be transferable to any one or more persons or entities, shall bind and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Companyof each Party’s successors and permitted assigns. Neither Party may assign any of its rights or obligations under this Agreement (by operation of law or otherwise) without the prior written consent of the other Party, except that ICE Data may assign this Agreement to an affiliate or successor- in-interest without obtaining consent. (di) Either partySubscriber acknowledges and agrees that: (i) this Agreement is an arm’s-length agreement between Subscriber and ICE Data; (ii) Subscriber is capable of evaluating and understanding the construction, purpose and use of the Global Index Feed Data; (iii) ICE Data, in connection with the Global Index Feed Data, is not acting as Subscriber’s financial advisor, agent or fiduciary; (iv) ICE Data is not assuming any obligation to Subscriber with respect to any Global Index Feed Data; (v) ICE Data is not providing any opinion on any Global Index Feed Data; (vi) ICE Data and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Subscriber and its customers and it has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (vii) ICE Data has not provided any legal, accounting, regulatory or tax advice with respect to any Global Index Feed Data. (j) Subscriber agrees that any Third Party Supplier of any portion of the Global Index Feed Data may enforce its rights against Subscriber as an intended third-party beneficiary of this Agreement, even though such Third Party Supplier is not a party to this Agreement. Subscriber shall, where applicable, and as required to receive certain portions of the Global Index Feed Data, enter into separate agreements with ICE Data, its affiliates and/or Third Party Suppliers, and Subscriber’s failure to enforce any provision comply with the provisions of this Agreement will not in any way be construed as a waiver of any such provision, nor prevent that party from thereafter enforcing any other provision of this Agreement. The rights granted both parties hereunder are cumulative and will not Paragraph 10(j) shall constitute a waiver of either party’s right to assert any other legal remedy available to it. (e) The Employee agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent material breach of this Agreement. (fk) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALLNeither ICE Data nor Subscriber shall bear responsibility or liability for any losses arising out of any delay in or interruptions of their respective performance of their obligations under this Agreement due to any act of God, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIMEact of governmental authority, WITH OR WITHOUT CAUSEact of the public enemy or due to war, the outbreak of hostilities, riot, fire, flood, civil commotion, insurrection, labor difficulty (including, without limitation, any strike, or other work stoppage or slow down), severe or adverse weather conditions, communications line failure, or other similar cause beyond the reasonable control of the Party so affected. (l) Paragraphs 3 (in respect of any outstanding fees), 5, 6, 7(b), and 8 shall survive the expiration or termination of this Agreement. (m) Parties shall comply with applicable laws and regulations. (n) All notices and other communications given or made pursuant hereto shall be in writing and shall be delivered personally or sent by registered or certified mail (postage prepaid, return receipt requested), overnight courier or email. Any such notice shall be deemed given when so delivered personally, or, if mailed, five (5) days after the date of deposit in the mail, or, if sent by overnight courier, on the next business day following deposit with such courier or, if sent via email, on the day the transmission was sent, to the Parties to the addresses specified on the first page of this Agreement. (o) No breach, default, or threatened breach of this Agreement by either Party will relieve such Party or the other Party of its obligations or liabilities under this Agreement with respect to the protection of the property or proprietary nature of any property which is the subject of this Agreement. (p) No waiver by either Party of a breach or a default under this Agreement shall be deemed a waiver by such Party of a subsequent breach or default of a like or similar nature, and resort by either Party to any remedy shall not be construed as a waiver by such Party of its right to resort to any other remedies. (q) This Agreement shall be governed by and construed in accordance with New York law, without regard to its conflict of law provisions. Any of the appropriate courts in the State of New York (“Court”), shall have exclusive jurisdiction of any action arising out of or relating to this Agreement, and each of the Parties irrevocably agrees to waive any objection to the venue of any such suit or proceeding in either Court, or to in personam jurisdiction, provided that service is effective.

General Provisions. (a) a. This Agreement will shall be governed by the internal substantive laws, but not laws of the choice State of law rules of UtahCalifornia. This Agreement represents the entire agreement between the parties with respect to the issuance purchase of Common Stock by the Purchaser, may only be modified or amended in writing signed by both parties and satisfies all of the Shares Company's obligations to the EmployeePurchaser with regard to the issuance or sale of securities. (b) b. Any notice, demand or request required or permitted to be given by either the Company or the Employee Purchaser pursuant to the terms of this Agreement will shall be in writing and will shall be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writing. (c) c. The rights and benefits of the Company under this Agreement will shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder will shall inure to the benefit of, and be enforceable by the Company’s 's successors and assigns. The rights and obligations of the Purchaser under this Agreement may only be assigned with the prior written consent of the Company. (d) d. Either party’s 's failure to enforce any provision or provisions of this Agreement will shall not in any way be construed as a waiver of any such provisionprovision or provisions, nor prevent that party from thereafter enforcing any other provision of this Agreement. that e. The rights granted both parties hereunder are cumulative and will not constitute a waiver of either party’s right to assert any other legal remedy available to it. (e) The Employee Purchaser agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. (f) f. SALE OF THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE ISSUANCE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALL, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT SUCH SECURITIES OR THE COMPANY’S RIGHT PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE COMPANY AT ANY TIMESALE OF SECURITIES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, WITH 25102, OR WITHOUT CAUSE25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.

General Provisions. (a) a. This Agreement will be governed Agreement, together with any SOW’s executed by Forwarder and Service Provider, represents the internal substantive lawscomplete understanding between Forwarder and the Service Provider, supersedes any and all other agreements and understandings, whether oral or written. Each party agrees that use of pre-printed forms, including, but not the choice limited to email, purchase orders, acknowledgements or invoices, is for convenience only and all preprinted terms and conditions stated thereon, except as specifically set forth in this Agreement, are void and of law rules of Utahno effect. This Agreement represents the entire agreement between the parties with respect to the issuance may not be modified, altered or rescinded except upon written consent of the Shares to the Employee. (b) Any notice, demand Forwarder. The individuality or request required or permitted to be given by either the Company or the Employee pursuant to the terms unenforceability of this Agreement will be in writing and will be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writing. (c) The rights of the Company under this Agreement will be transferable to any one or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assigns. (d) Either party’s failure to enforce any provision of this Agreement will shall not in any way affect the other provisions of this Agreement, but this Agreement shall be revised, construed as a waiver of any such provision, nor prevent that party from thereafter enforcing any other provision and reformed to the fullest extent possible to effectuate the purposes of this Agreement. The rights granted both This Agreement shall be binding upon and inure to the benefit of Forwarder and the Service Provider and their respective successors and assigns; provided however, Service Provider shall not assign this Agreement, in whole or in part, without the prior written consent of Forwarder. b. Unless expressly amended in an Addendum, Exhibit, Attachment or Schedule, as so designated, in the event of conflict between this Master Agreement and any Addendum, Exhibit, Attachment or Schedule, the terms of this Master Agreement shall prevail. c. Forwarder and Service Provider shall limit disclosure of information concerning this Agreement, including the transportation services to be provided and performance thereof, including Service Provider's rates and charges, and the Statements of Work and Schedules to only those Forwarder and Service Provider employees and subcontractors directly involved in its execution and performance and such other parties hereunder are cumulative who have a specific need to know of this Agreement. Service Provider specifically agrees to keep confidential all of Forwarder’s technical and will business information which Service Provider has received or may receive as a result of this Agreement, and the Statements of Work and Schedules, and the performance thereof, and not constitute to reveal or to divulge such information to third parties or to use or publish such information in any manner whatsoever without obtaining Forwarder's prior written consent; provided, however, that Service Provider shall not be bound to keep confidential any such information: i. which was known to Service Provider prior to the date of the applicable SOW or Schedule from sources other than Forwarder. ii. which is, or becomes, available to the public without fault on Service Provider's part, or iii. which is disclosed to Service Provider by a waiver of either party’s right party not related, directly or indirectly, to assert Forwarder, and such party has a rightful claim to such information. Service Provider shall only use Forwarder's technical and business information to provide the transportation and related services required under this Agreement, SOW and/or any other legal remedy available Schedules, and shall in no way use such information in any manner detrimental to Forwarder. d. This provision is intended to survive the termination of this Agreement. Should any of the provisions of this Agreement be found to be unenforceable, but may be made enforceable, Service Provider agrees that the same shall be enforced to fullest extent permissible under the laws and public policies applied in the jurisdiction in which enforcement is sought. e. The language of this Agreement shall be construed according to its fair meaning and shall not be construed against the party or parties drafting it. (e) The Employee agrees upon request f. Service Provider represents and warrants that the individual executing this Agreement on Service Provider’s behalf has the authority to execute any further documents or instruments necessary or desirable this Agreement and to carry out bind Service Provider to the purposes or intent of this Agreementterms hereof. (f) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALL, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSE.

General Provisions. (a) This Agreement will 9.1 Employee shall not be governed by the internal substantive lawsentitled to any additional bonus, but not the choice of payment or other compensation in connection with Employee's employment with Company, other than as provided in this Agreement. 9.2 Company shall withhold, or charge Employee with, all taxes and other compulsory payments as required under applicable law rules of Utah. This Agreement represents the entire agreement between the parties with respect to the issuance all payments, benefits and/or other compensation paid to Employee in connection with Employee's employment with Company. 9.3 Company shall be entitled to deduct from any and/or all payments to which Employee shall be entitled thereof, any and/or all amounts to which Company shall be entitled from Employee at such time. 9.4 Company's failure or delay in enforcing any of the Shares to the Employee. (b) Any notice, demand or request required or permitted to be given by either the Company or the Employee pursuant to the terms provisions of this Agreement will shall not, in any way, be in writing construed as a waiver of any such provisions, or prevent Company thereafter from enforcing each and will be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end every other provision of this Agreement or such other address as a party may request by notifying the other in writingwhich were previously not enforced. (c) The rights of the Company under 9.5 Except as otherwise herein expressly provided, this Agreement will shall inure to the benefit of and be transferable to binding upon the Company, its successors and assigns, including, without limitation, any one subsidiary or more persons or entities, affiliated entity and all covenants and agreements hereunder will shall inure to the benefit of, and be enforceable binding upon, Employee, Employee's heirs, executors, administrators and legal representatives. Notwithstanding the foregoing, the obligations of Employee hereunder shall not be assignable or delegable. 9.6 This Agreement constitutes the entire understanding and agreement between the parties hereto, supersedes any and all prior discussions, agreements and correspondence with regard to the subject matter hereof, and may not be amended, modified or supplemented in any respect, except by a subsequent writing executed by both parties hereto. 9.7 All notices, requests and other communications to any party hereunder shall be given or made in writing and facsimile, mailed (by registered or certified mail) or delivered by hand to the respective party at the address set forth in the caption of this Agreement or to such other address (or facsimile number) as such party may hereafter specify for the purpose of notice to the other party hereto. Each such notice, request or other communication shall be effective (i) if given by facsimile, when such facsimile is transmitted to the facsimile number specified herein and the appropriate answerback is received or (ii) if given by any other means, when delivered at the address specified herein. 9.8 For the purpose of Section 6 and Exhibits B and C of this Agreement, the term "COMPANY" shall include also the Company's parent company, Company's subsidiary or any company controlled or owned by the Company’s successors and assigns's parent company. (d) Either party’s failure 9.9 This Agreement shall be governed by, and construed and enforced in accordance with the laws of Israel without giving effect to enforce any provision principles of this Agreement will not in any way be construed as a waiver conflicts of any such provision, nor prevent that party from thereafter enforcing any other provision law and the courts of this Agreement. The rights granted both Israel shall have exclusive jurisdiction over the parties hereunder are cumulative hereto and will not constitute a waiver of either party’s right to assert any other legal remedy available to itsubject matter hereof. (e) The Employee agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. (f) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALL, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSE.

General Provisions. (a) This Agreement constitutes the entire agreement between the Company and me relating generally to the same subject matter, replaces any existing agreement entered into by me and the Company relating generally to the same subject matter, and may not be changed or modified, in whole or in part, except by written supplemental agreement signed by me and the Company. I agree that any subsequent change in my duties or compensation will not affect the validity or scope of this Agreement. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will not fail on account thereof but will otherwise remain in full force and effect. If any obligation in this Agreement is held to be too broad to be enforced, it will be construed to be enforceable to the full extent permitted by law. The obligations of this Agreement will continue beyond the termination of my employment and will be binding upon my heirs, executors, assigns, administrators, legal representatives and other successors in interest. This Agreement will inure to the benefit of the Company, its successors, assigns and affiliates. This Agreement will be governed by and construed in accordance with the internal substantive lawslaws of the State of California, but not the choice without giving effect to its conflict of law rules of Utahrules. This Agreement represents the entire agreement between the parties with respect to the issuance may be signed in two counterparts, each of the Shares to the Employee. (b) Any notice, demand or request required or permitted to be given by either the Company or the Employee pursuant to the terms of this Agreement will be in writing and which will be deemed given when delivered personally an original and both of which will constitute one agreement. I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I UNDERSTAND THAT I AM AN AT-WILL EMPLOYEE, AND THAT MY EMPLOYMENT MAY BE TERMINATED AT ANY TIME WITH OR WITHOUT CAUSE AND WITH OR WITHOUT NOTICE. I HAVE COMPLETELY NOTED ON SCHEDULE B TO THIS AGREEMENT ANY PROPRIETARY INFORMATION, IDEAS, PROCESSES, INVENTIONS, TECHNOLOGY, WRITINGS, PROGRAMS, DESIGNS, FORMULAS, DISCOVERIES, PATENTS, COPYRIGHTS, OR TRADEMARKS, OR IMPROVEMENTS, RIGHTS, OR CLAIMS RELATING TO THE FOREGOING, THAT I BELIEVE SHOULD BE EXCLUDED FROM THIS AGREEMENT. I HAVE ALSO NOTED ON SCHEDULE B TO THIS AGREEMENT ANY AGREEMENT OR RELATIONSHIP WITH OR COMMITMENT TO ANY OTHER PERSON OR ENTITY THAT CONFLICTS WITH MY OBLIGATIONS AS AN EMPLOYEE OF THE COMPANY. Date: 17 SEP 2014 Xxxxxxx X. Xxxxxx Proprietary Information includes, but is not limited to, any of the following types of information, ideas and materials: any trade secret; technical know-how; information; data; knowledge; idea; design; formula; schematics; instrument; product; machinery; project; equipment; document; file; photograph; computer printout; drawing; manual; sketch or deposited other visual representation; data processing or computer software technique, program or system; biological, chemical, mechanical or other invention; improvement; discovery; composition; process; part of a process; manufacturing technique; book; notebook; paper; compilation of information; record; specification; operating method; patent disclosure or patent application; list or other written record used in the U.S. mail, First Class with postage prepaid, Company’s business; information regarding the Company’s financial condition; employee personnel files and addressed to the parties at the addresses compensation and other terms of employment of the parties set forth at the end Company’s employees and consultants; names and practices of this Agreement any customers or such other address as a party may request by notifying the other in writing. (c) The rights potential customers of the Company under this Agreement will be transferable to any one or more persons or entitiesand its affiliates; names, marketing methods, operating practices and related data regarding the Company’s existing and potential vendors, suppliers, distributors, joint venture partners, and all covenants affiliates; the marketing methods and agreements hereunder will inure plans of the Company and its affiliates, licensors and licensees and related data and prices at which the Company obtains or has obtained, or at which it sells or has sold, its products or services; research, development, manufacturing and sales plans, costs and receipts of the Company; any information of the type described above which the Company has a legal obligation to treat as confidential, or which the benefit ofCompany treats as proprietary or designates as confidential, and be enforceable whether or not owned or developed by the Company’s successors ; and assigns. (d) Either party’s failure to enforce any provision of this Agreement will not in any way be construed as a waiver of any such provision, nor prevent that party from thereafter enforcing any other provision information, ideas or materials relating to the past, present, planned or foreseeable business, products, developments, technology or activities of this Agreement. The rights granted both parties hereunder are cumulative and will not constitute a waiver of either party’s right to assert any other legal remedy available to itthe Company. (e) The Employee agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. (f) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALL, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSE.

General Provisions. (a) This Agreement will be governed by Waiver of any provision of this Agreement, in whole or in part, in any one instance shall not constitute a waiver of any other provision in the internal substantive lawssame instance, but not the choice of law rules of Utah. This Agreement represents the entire agreement between the parties with respect to the issuance nor any waiver of the Shares to the Employeesame provision in another instance. (b) Any notice, demand or request notice required or permitted to under this agreement shall be given by either the Company or the Employee pursuant to the terms of this Agreement will be in writing and will be deemed given when delivered personally by (i) delivery in hand or deposited in the U.S. mail(ii) nationally recognized overnight courier such as Federal Express, First Class with postage prepaid, and addressed to the parties at the their respective addresses of the parties set forth specified above, or at the end of this Agreement or such other address as for a party as that party may request specify by notifying the other in writingnotice. Notice shall be effective upon receipt. (c) The rights of the Company under this Agreement will be transferable to any one or more persons or entitiesUNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, and all covenants and agreements hereunder will inure to the benefit ofINDIRECT, and be enforceable by the Company’s successors and assignsINCIDENTAL OR CONSEQUENTIAL DAMAGES EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ABSENT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN ALL CASES, THE MAXIMUM LIABILITY OF EITHER PARTY TO THE OTHER HEREUNDER SHALL BE LIMITED TO THE TOTAL AMOUNT OF CONSULTING FEES THE CITY HAS PAID THE CONSULTANT HEREUNDER. (d) Either party’s failure This Agreement: (i) may be executed in counterparts, each of which shall be deemed to enforce be an original, and all of which together shall constitute one and the same instrument; (ii) shall be governed by and construed under the laws of the State of Ohio exclusive of its choice of law and of conflict of law principles; (iii) constitutes the entire agreement of the parties with respect to its subject matter, superseding all prior oral and written communications, negotiations, representations, courses of dealing, agreements, and the like between the parties in such respect; (iv) may be amended, modified, or terminated, and any provision of right under this Agreement will may be waived in whole or in part, only by a writing signed by both parties; (v) contains headings only for convenience, which headings do not form part, and shall not be used in any way be construed as a waiver of any such provisionconstruction, nor prevent that party from thereafter enforcing any other provision of this Agreement. The rights granted both ; and (vi) may be enforced only in courts located in Cuyahoga County, Ohio, and the parties hereunder are cumulative hereby agree that such courts shall have venue and will not constitute a waiver exclusive subject matter and personal jurisdiction, and consent to service of either party’s right to assert process by registered mail, return receipt requested, or by any other legal remedy available to it. (e) The Employee agrees upon request to execute any further documents or instruments necessary or desirable to carry out manner provided by law. Executed as of the purposes or intent date first above written. City of this Agreement. (f) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALLXxxxxxxx Falls By: Name: Xxxxx X. Xxxxxx Title: Mayor CONSULTANT X. Xxxxxx and Associates, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSE.LLC By:_ Name: Xxxxxx Xxxxxx Title: President {02531375.DOC;1} SIGNATURE PAGE CONSULTING AGREEMENT

General Provisions. (a) This Agreement will be governed by (including references herein to the internal substantive lawsStockholders Agreement and Registration Rights Agreement) contains the complete, but not final and exclusive statements of the choice of law rules of Utah. This Agreement represents the entire agreement between the parties with respect to the issuance of subject matter hereof and supersedes all prior or contemporaneous agreements, negotiations, representations, understandings and discussions between the Shares parties and/or their respective representatives with respect to the Employeesubject matter covered hereby. (b) Any notice, demand or request notice required or permitted to hereunder shall be given by either the Company or the Employee pursuant to the terms of this Agreement will be in writing and will shall be conclusively deemed effectively given (i) upon personal delivery to the person to be notified, (ii) when delivered personally or deposited sent by confirmed facsimile if sent during normal business hours of the recipient; if not, then on the next business day, (iii) five (5) days after deposit in the U.S. United States mail, First Class with by registered or certified mail, postage prepaid, and or (iv) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt addressed to the parties at the addresses of the parties as set forth at on the end signature page of this Agreement Agreement, or at such other address as a party may request designate by notifying ten (10) days' advance written notice to the other in writingparty. (c) The rights and benefits of the Company under this Agreement will shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder will shall inure to the benefit of, and be enforceable by the Company’s 's successors and assigns. The rights and obligations of Purchaser under this Agreement may only be assigned with the prior written consent of the Company and any purported transfer otherwise shall be null and void, except as permitted by Section 10 hereof. (d) Either party’s 's failure to enforce any provision or provisions of this Agreement will shall not in any way be construed as a waiver of any such provisionprovision or provisions, nor prevent that party thereafter from thereafter enforcing any each and every other provision of this Agreement. Any amendment or waiver of any provisions hereof shall be set forth in writing and shall be executed by both parties hereto. The rights granted both parties hereunder herein are cumulative and will shall not constitute a waiver of either party’s 's right to assert any all other legal remedy remedies available to itit under the circumstances. (e) The Employee Purchaser agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. (f) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALLPurchaser has reviewed this Agreement in its entirety, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSEhas had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of this Agreement.

General Provisions. (a) This Agreement constitutes the entire agreement between the Company and me relating generally to the same subject matter, replaces any existing agreement entered into by me and the Company relating generally to the same subject matter, and may not be changed or modified, in whole or in part, except by written supplemental agreement signed by me and the Company. I agree that any subsequent change in my duties or compensation will not affect the validity or scope of this Agreement. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will not fail on account thereof but will otherwise remain in full force and effect. If any obligation in this Agreement is held to be too broad to be enforced, it will be construed to be enforceable to the full extent permitted by law. The obligations of this Agreement will continue beyond the termination of my employment and will be binding upon my heirs, executors, assigns, administrators, legal representatives and other successors in interest. This Agreement will inure to the benefit of the Company, its successors, assigns and affiliates. This Agreement will be governed by and construed in accordance with the internal substantive lawslaws of the State of Virginia, but not the choice without giving effect to its conflict of law rules of Utahrules. This Agreement represents the entire agreement between the parties with respect to the issuance may be signed in two counterparts, each of the Shares to the Employee. (b) Any notice, demand or request required or permitted to be given by either the Company or the Employee pursuant to the terms of this Agreement will be in writing and which will be deemed given when delivered personally an original and both of which will constitute one agreement. I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I UNDERSTAND THAT I AM AN AT-WILL EMPLOYEE, AND THAT MY EMPLOYMENT MAY BE TERMINATED AT ANY TIME WITH OR WITHOUT CAUSE AND WITH OR WITHOUT NOTICE. I HAVE COMPLETELY NOTED ON SCHEDULE B TO THIS AGREEMENT ANY PROPRIETARY INFORMATION, IDEAS, PROCESSES, INVENTIONS, TECHNOLOGY, WRITINGS, PROGRAMS, DESIGNS, FORMULAS, DISCOVERIES, PATENTS, COPYRIGHTS, OR TRADEMARKS, OR IMPROVEMENTS, RIGHTS, OR CLAIMS RELATING TO THE FOREGOING, THAT I DESIRE TO EXCLUDE FROM THIS AGREEMENT. I HAVE ALSO NOTED ON SCHEDULE B TO THIS AGREEMENT ANY AGREEMENT OR RELATIONSHIP WITH OR COMMITMENT TO ANY OTHER PERSON OR ENTITY THAT CONFLICTS WITH MY OBLIGATIONS AS AN EMPLOYEE OF THE COMPANY. Xxxxx Xxxxx Dated: Proprietary Information includes, but is not limited to, any of the following types of information, ideas and materials: any trade secret; technical know-how; information; data; knowledge; idea; design; formula; schematics; instrument; product; machinery; project; equipment; document; file; photograph; computer printout; drawing; manual; sketch or deposited other visual representation; data processing or computer software technique, program or system; biological, chemical, mechanical or other invention; improvement; discovery; composition; process; part of a process; manufacturing technique; book; notebook; paper; compilation of information; record; specification; operating method; patent disclosure or patent application; list or other written record used in the U.S. mail, First Class with postage prepaid, Company’s business; information regarding the Company’s financial condition; employee personnel files and addressed to the parties at the addresses compensation and other terms of employment of the parties set forth at the end Company’s employees and consultants; names and practices of this Agreement any customers or such other address as a party may request by notifying the other in writing. (c) The rights potential customers of the Company under this Agreement will be transferable to any one or more persons or entitiesand its affiliates; names, marketing methods, operating practices and related data regarding the Company’s existing and potential vendors, suppliers, distributors, joint venture partners, and all covenants affiliates; the marketing methods and agreements hereunder will inure plans of the Company and its affiliates, licensors and licensees and related data and prices at which the Company obtains or has obtained, or at which it sells or has sold, its products or services; research, development, manufacturing and sales plans, costs and receipts of the Company; any information of the type described above which the Company has a legal obligation to treat as confidential, or which the benefit ofCompany treats as proprietary or designates as confidential, and be enforceable whether or not owned or developed by the Company’s successors ; and assigns. (d) Either party’s failure to enforce any provision of this Agreement will not in any way be construed as a waiver of any such provision, nor prevent that party from thereafter enforcing any other provision information, ideas or materials relating to the past, present, planned or foreseeable business, products, developments, technology or activities of this Agreement. The rights granted both parties hereunder are cumulative and will not constitute a waiver of either party’s right to assert any other legal remedy available to itthe Company. (e) The Employee agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. (f) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALL, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSE.

General Provisions. (a) This Agreement will and each and every provision hereof are for the exclusive benefit of the parties hereto and not for the benefit of any third party. Nothing herein contained shall be governed taken as creating or increasing any right in any third party to recover by way of damages or otherwise against any of the internal substantive laws, but not the choice of law rules of Utah. parties hereto. (b) This Agreement represents shall be construed, interpreted, and the right of all parties determined, in accordance with the laws of the State of Ohio. The parties agree that the exclusive venue for any dispute regarding this Agreement shall be in a court of competent jurisdiction located in Franklin County, Ohio. (c) All Section headings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement (d) This Agreement contains the entire agreement between of the parties hereto and supersedes any and all other understandings of the parties with respect to the issuance of the Shares to the Employeesubject matter hereof. (be) Any notice, demand or request required or permitted to be given by either the Company or the Employee pursuant to the terms of this This Agreement will be in writing and will be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writing. (c) The rights of the Company under this Agreement will be transferable to any one or more persons or entities, and all covenants and agreements hereunder will shall inure to the benefit of, of and be enforceable by binding upon the Company’s successors and assignsassigns of the parties hereto; provided, however, that Recipient shall not transfer or assign this Agreement, or any of its rights, interests, or obligations hereunder, by merger or otherwise, to any person, firm, or corporation without obtaining the prior written consent of C&OR and ORDC. (df) Either party’s failure No term or provision of this Agreement may be amended, modified, waived, discharged, or terminated except by an instrument in writing signed by all parties to enforce this Agreement. Waiver of a breach of any provision of this Agreement will shall not in any way be construed as constitute a waiver of any such provision, nor prevent that party from thereafter enforcing other breach of the same provision or any other provision of this Agreement. The rights granted both parties hereunder are cumulative and will not constitute a waiver of either party’s right to assert any other legal remedy available to it. (eg) The Employee agrees upon request All words, terms, and phrases used in this Agreement shall be construed in accordance with the generally applicable definition or meaning of such words, terms, and phrases in the railroad industry. (h) Nothing in this Agreement shall be deemed to execute create any further documents partnership, joint venture or instruments necessary or desirable similar arrangement. Recipient shall be solely responsible for, and shall have sole control over, all work to carry out the purposes or intent of be performed by it pursuant to this Agreement. (fi) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALLIn no event shall Recipient or any of its employees, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIMEagents, WITH OR WITHOUT CAUSEcontractors or subcontractors be considered agents or employees of ORDC or the State of Ohio. Recipient agrees to use its reasonable best efforts to ensure that none of its employees, agents, contractors or subcontractors hold themselves out as, or claim to be, agents, officers or employees of ORDC and the State of Ohio, and will not, by reason of any relationship with ORDC and the State of Ohio, make any claim, demand or application to any agent, officer or employee of the State of Ohio including, but not limited to, rights and privileges concerning worker’s compensation benefits, social security coverage or retirement membership or credit.

General Provisions. (a) This Agreement will shall be governed by the internal substantive laws, but not laws of the choice State of law rules of UtahCalifornia. This Agreement represents the entire agreement between the parties with respect to the issuance purchase of Common Stock by the Shares to the Employee. (b) Employee and may only be modified or amended in writing signed by both parties. Any notice, demand demand, or request required or permitted to be given by either the Company or the Employee pursuant to the terms of this Agreement will shall be in writing and will shall be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writing. (c) . The rights and benefits of the Company under this Agreement will shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder will shall inure to the benefit of, and be enforceable by the Company’s 's successors and assigns. (d) . The rights and obligations of the Employee under this Agreement may only be assigned with the prior written consent of the Company. Either party’s 's failure to enforce any provision or provisions of this Agreement will shall not in any way be construed as a waiver of any such provisionprovision or provisions, nor prevent that party thereafter from thereafter enforcing any each and every other provision of this Agreement. The rights granted both parties hereunder herein are cumulative and will shall not constitute a waiver of either party’s 's right to assert any all other legal remedy remedies available to it. (e) it under the circumstances. The Employee agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. (f) THE . EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN A CONSULTANT OR EMPLOYEE FOR ANY PERIOD OR AT ALL, AND SHALL NOT INTERFERE WITH EMPLOYEE’S 'S RIGHT OR THE COMPANY’S 'S RIGHT TO TERMINATE EMPLOYEE’S 'S CONSULTING RELATIONSHIP OR EMPLOYMENT WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSE. Employee has reviewed this Agreement in its entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which together shall constitute one instrument.

General Provisions. (a) A. All rights and remedies hereunder will be cumulative and not alternative. This Agreement will shall be construed and governed by the internal substantive lawslaws of the Commonwealth of Massachusetts, but not the without reference to its choice of law rules principles, except that questions affecting the construction and effect of Utah. any patent right shall be determined by the law of the country in which such patent right arises. B. To the best knowledge of CMCC that as of the Effective Date of this Agreement, (i) CMCC and MGH exclusively own the patents and applications included within the Patent * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission Rights; (ii) CMCC has the power and authority to grant the licenses provided for herein to Licensee, and that it has not earlier granted, or assumed any obligation to grant, any rights in the Patent Rights to any third party that would conflict with the rights granted to Licensee herein; and (iii) to CMCC’s knowledge, as of the Effective Date of this Agreement, there is no infringement of the Patent Rights by any third party. C. IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES BE LIABLE HEREUNDER TO THE OTHER PARTY, ITS AFFILIATES OR ANY OTHER PERSON OR ENTITY FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES (INCLUDING LOSS OF PROFITS OR LOSS OF USE DAMAGES) ARISING OUT OF THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. D. This Agreement represents may be amended only by written agreement signed by the parties. E. It is expressly agreed by the parties hereto that CMCC and Licensee are independent contractors and nothing in this Agreement is intended to create an employer relationship, joint venture, or partnership between the parties. No party has the authority to bind the other. F. HHMI and MGH are not parties to this Agreement and have no liability to any Licensee, Affiliates, or Sublicensee, or user of anything covered by this Agreement, but HHMI and MGH are intended third-party beneficiaries of this Agreement and certain of its provisions are for the benefit of HHMI and/or MGH and are enforceable by HHMI and or MGH in its own name. G. This Agreement constitutes the entire agreement between the parties with respect to the issuance of subject matter hereof and supersedes all proposals, representations, negotiations, agreements and other communications between the Shares parties, whether written or oral, with respect to the Employee. (b) Any notice, demand or request required or permitted to be given by either the Company or the Employee pursuant to subject matter hereof. Where inconsistent with the terms of any contemporaneous related agreements (such as sponsored research agreements), terms in this Agreement will be in writing and will be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end shall control. H. If any provisions of this Agreement shall be held to be invalid, illegal or such other address as a party may request by notifying unenforceable, the other in writing. (c) The rights provision shall be considered severed from this Agreement and the validity, legality and enforceability of the Company under this Agreement will be transferable to any one or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assigns. (d) Either party’s failure to enforce any provision remaining provisions of this Agreement will shall not be impaired thereby. The Parties shall make a good faith effort to replace any invalid or unenforceable provision with a valid and enforceable one such that the objectives contemplated by the Parties when entering this Agreement may be realized. I. This Agreement may be executed in any way number of counterparts, each of which shall be construed deemed an original as against the party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. J. The failure of either party to assert a waiver of right to which it is entitled, or to insist upon compliance with any such provision, nor prevent that party from thereafter enforcing any other provision term or condition of this Agreement. The rights granted both parties hereunder are cumulative and will , shall not constitute a waiver of either that right or excuse a similar subsequent failure to perform any such term or condition by the other party’s right to assert any other legal remedy available to it. (e) The Employee K. Licensee agrees upon request to execute xxxx any Licensed Products sold in the United States with all applicable United States patent numbers. All Licensed Products shipped to or sold in other countries shall be marked in such a manner as to conform with the patent laws and practices of the country of manufacture or sale. L. Each party hereto agrees to execute, acknowledge and deliver such further documents or instruments as may be necessary or desirable appropriate to carry out the purposes or and intent of this Agreement. (f) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALLM. The paragraph headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. N. The signatories below each warrant that he or she is duly authorized to execute this Agreement. O. The parties agree that during the course of this Agreement, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIMEeach may come into possession of confidential and/or proprietary materials or information through intentional or accidental disclosure by the other. The parties agree to preserve the confidentiality of all such information known to be confidential or proprietary, WITH OR WITHOUT CAUSE.unless the disclosing party consents in writing, or unless the confidentiality of the material is lost through other parties not under obligations to preserve its confidentiality. [remainder or this page intentionally left blank]

General Provisions. (a) This Agreement All rights and remedies hereunder will be cumulative and not alternative, and this Agreement shall be construed and governed by the internal substantive laws, but not laws of the choice Commonwealth of law rules of Utah. Massachusetts. (b) This Agreement represents may be amended only by written agreement signed by both parties. (c) Sponsor and Hospital agree to conduct the Program in accordance with all applicable Federal, State and local laws and regulations, as well as with applicable regulations of Hospital. Hospital agrees to obtain all necessary Committee on Clinical Investigation approvals. (d) It is expressly agreed by the parties hereto that Hospital and Sponsor are independent contractors and nothing in this Agreement is intended to create an employer relationship, joint venture, or partnership between the parties. Neither party has the authority to bind the other. (e) This Agreement constitutes the entire agreement between the parties with respect to the issuance of subject matter hereof and supersedes all proposals, negotiations and other communications between the Shares parties, whether written or oral, with respect to the Employeesubject matter hereof. (bf) Any notice, demand or request required or permitted to be given by either the Company or the Employee pursuant to the terms If any provisions of this Agreement will shall be in writing held to be invalid, illegal or unenforceable, the validity, legality and will be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses enforceability of the parties set forth at the end remaining provisions of this Agreement or such other address as a party may request by notifying the other in writingshall not be impaired thereby. (cg) The rights of the Company under this Agreement will be transferable to any one or more persons or entitiesNEITHER PARTY MAKES ANY WARRANTY, and all covenants and agreements hereunder will inure to the benefit ofEXPRESS OR IMPLIED, and be enforceable by the Company’s successors and assignsINCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY PATENT, TRADEMARK, SOFTWARE, TRADE SECRET, TANGIBLE RESEARCH PROPERTY, INFORMATION OR DATA LICENSED OR OTHERWISE PROVIDED TO THE OTHER PARTY HEREUNDER AND HEREBY DISCLAIMS THE SAME. HOSPITAL SHALL NOT BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL OR OTHER DAMAGES SUFFERED BY SPONSOR OR ANY LICENSEE OR OTHERS RESULTING FROM USE OF THE RESEARCH OR ANY SUCH INVENTION OR PRODUCT, EXCEPT AS PROVIDED IN SUBPARAGRAPH 7(b) ABOVE. (dh) Either party’s failure to enforce any provision of this This Agreement will not may be executed in any way number of counterparts, each of which shall be construed deemed an original as a waiver against the party whose signature appears thereon, but all of any such provision, nor prevent that party from thereafter enforcing any other provision of this Agreement. The rights granted both parties hereunder are cumulative which taken together shall constitute but one and will not constitute a waiver of either party’s right to assert any other legal remedy available to itthe same instrument. (ei) The Employee Each party hereto agrees upon request to execute any execute, acknowledge and deliver such further documents or instruments and do all such further acts as may be necessary or desirable appropriate in order to carry out the purposes or and intent of this Agreement. (fj) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALL, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSEThe paragraph headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

General Provisions. (a) This Agreement will A. All grievances must be governed by filed with the internal substantive laws, but not the choice of law rules of Utah. This Agreement represents the entire agreement between the parties with respect to the issuance Chief Personnel Officer of the Shares to the EmployeeCollege. (b) Any notice, demand or request required or permitted B. Failure of a grievant to comply with any of the provisions of this Article shall be deemed to be given by either a waiver of his/her right to seek resolution of the Company or the Employee pursuant to grievance under the terms of this Agreement will be in writing and will Agreement. In determining whether there has been any such failure to comply with any of the provisions of this Article, time shall be deemed given when delivered personally or deposited to be of the essence, and any failure of the grievant to comply with any of the time limits prescribed herein shall be deemed to be such failure to comply with the provisions of this Article; provided, however, that the time limits prescribed herein may be extended in any specific instance by mutual written agreement of the parties. If the Employer exceeds any time limit prescribed at any step in the U.S. mailgrievance procedure, First Class with postage prepaidthe grievant and/or the Union on behalf of the grievant(s) may assume that the grievance is denied and invoke the next step of the procedure, and addressed except, however, that only the Union may request impartial arbitration under Step V. In the event the Union or any employee elects to pursue any matter covered by this Agreement in any other forum the parties Employer shall have no obligation to process or continue to process any grievance or arbitration proceedings pursuant to this Article or Article 28 herein, except that a matter involving a claim of anti-union animus may be concurrently processed at the addresses Massachusetts Labor Relations Commission without negative effect on a grievance involving the same matter. C. Any member of the parties set forth at unit may initiate and pursue a grievance through the end of this Agreement or such other address as a party may request by notifying the other in writing. (c) The rights steps of the Company under this Agreement will grievance procedure without intervention by any agent of the exclusive representative; provided, however, that the Union representative and/or Xxxxxxx, whichever is appropriate, shall be transferable notified of grievances filed by an employee on his/her own behalf and shall be afforded the opportunity to be present at any one or more persons or entities, step of the grievance procedure and all covenants and agreements hereunder will inure to that any adjustment made shall not be inconsistent with the benefit of, and be enforceable by the Company’s successors and assigns. (d) Either party’s failure to enforce any provision of this Agreement will not in any way be construed as a waiver of any such provision, nor prevent that party from thereafter enforcing any other provision terms of this Agreement. Any employee may request that the Union represent him/her at any Step of the grievance procedure. No other representation shall be permitted. The rights granted both parties hereunder are cumulative Union shall notify the Department Head, the Chief Personnel Officer, the CEO and will the Chancellor, as the case may require, of the name and the business address of such Union representative at the time he/she is so authorized to represent the grievant. Reasonable substitution of Union representation is not constitute to be considered a waiver breach of either party’s right to assert any other legal remedy available to itthis notice requirement. (e) The Employee agrees upon request to execute any further documents or instruments necessary or desirable to carry out D. No individual may serve as the purposes or intent designee of this Agreementthe Chief Executive Officer of the Campus at Step III of the grievance procedure if such individual served as the Chief Personnel Officer at Step II of said grievance procedure. (f) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALL, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSEE. A grievance may be withdrawn at any level.

General Provisions. (a) This Agreement will be governed by and under the internal substantive lawslaws of the State of Delaware, but not the choice USA without giving effect to conflicts of law principles. If any provision hereof is found invalid or unenforceable, that part will be amended to achieve as nearly as possible the same effect as the original provision and the remainder of this Agreement will remain in full force and effect. (b) Any dispute arising under or in any way related to this Agreement will be submitted to binding arbitration before a single arbitrator by the American Arbitration Association in accordance with the Association's commercial rules then in effect. The arbitration will be conducted in the State of UtahMaryland. The decision of the arbitrator will set forth in reasonable detail the basis for the decision and will be binding on the parties. The arbitration award may be confirmed by any court of competent jurisdiction. (c) In any adverse action, the parties will restrict themselves to claims for compensatory damages and/or securities issued or to be issued and no claims will be made by any party or affiliate for lost profits, punitive or multiple damages. (d) This Agreement represents constitutes the entire agreement between and final understanding of the parties with respect to the issuance of subject matter hereof and supersedes and terminates all prior and/or contemporaneous understandings and/or discussions between the Shares parties, whether written or verbal, express or implied, relating in any way to the Employeesubject matter hereof. This agreement may not be altered, amended, modified or otherwise changed in any way except by a written agreement, signed by both parties. (be) Any notice, demand or request required or permitted to be given by either the Company or the Employee pursuant to the terms of this This Agreement will be in writing and will be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writing. (c) The rights of the Company under this Agreement will be transferable to any one or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by binding upon, the Company’s parties hereto and their successors and assigns; provided, however, that any assignment by either party of its rights under this Agreement without the written consent of the other party will be void. (df) Either party’s failure The parties agree to enforce take any provision of this Agreement will not in further actions and to execute any way further documents, which may from time to time be construed as a waiver of any such provision, nor prevent that party from thereafter enforcing any other provision necessary or appropriate to carry out the purposes of this Agreement. The rights granted both parties hereunder Shareholders specifically agree to provide reasonable assistance to Sage in connection with Sage including Madison in its consolidated financial statements. (g) The headings of the Sections, paragraphs and subparagraphs of this Agreement are cumulative solely for convenience of reference and will not constitute a waiver limit or otherwise affect the meaning of either party’s right any of the terms or provisions of this Agreement. The references in this Agreement to assert any other legal remedy available Sections, unless otherwise indicated, are references to it. (e) The Employee agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent sections of this Agreement. (fh) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALLThis Agreement may be executed in counterparts, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSEeach one of which will constitute an original and all of which taken together will constitute one document. This Agreement may be executed by delivery of a signed signature page by fax to the other parties hereto and such fax execution and delivery will be valid in all respects.

General Provisions. (a) This Agreement will shall be governed by the internal substantive laws, but not the choice of law rules rules, of Utah. This Agreement represents the entire agreement between the parties with respect to the issuance of the Shares to the EmployeeDelaware. (b) If any provision of this Agreement is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions hereof, but such provision shall be fully severable and this Agreement shall be construed and enforced as if the illegal or invalid provision had never been included herein. c) Any notice, demand or request notice required or permitted to hereunder shall be given by either the Company or the Employee pursuant to the terms of this Agreement will be in writing and will shall be deemed effectively given when delivered personally upon personal delivery or deposited upon deposit in the U.S. mailUnited States Post Office, First Class by registered or certified mail with postage and fees prepaid, and addressed to the parties Participant at his address shown on the Company's employment records and to the Company at the addresses address of the parties set forth its principal corporate offices (attention: President) or at the end of this Agreement or such other address as a such party may request designate by notifying ten (10) days' advance written notice to the other in writingparty hereto. (ci) Any notice to the Escrow Agent shall be sent to the Company’s address with a copy to the other party hereto. d) The rights of the Company under this Agreement will shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder will shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. The rights and obligations of the Participant under this Agreement may not be assigned; however, such rights and obligations shall inure to the benefit of, and be binding upon, the heirs, executors, or administrators of the Participant’s estate. (de) Either party’s failure to enforce any provision of this Agreement will shall not in any way be construed as a waiver of any such provision, nor prevent that party from thereafter enforcing any other provision of this Agreement. The rights granted both parties hereunder are cumulative and will shall not constitute a waiver of either party’s right to assert any other legal remedy available to it. (ef) The Employee Participant agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. g) The Award has been granted to the Participant under the Plan, a copy of which has been previously provided to the Participant. All of the terms, conditions, and other provisions of the Plan are hereby incorporated by reference into this Agreement. If there is any conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan shall govern. The Participant hereby acknowledges such prior receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof (fas presently in effect or hereafter amended), rules and regulations adopted from time to time thereunder, and by all decisions and determinations of the Board and the Committee made from time to time thereunder. h) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALLThis Award shall be subject to any clawback or other recovery policy maintained by the Company and its subsidiaries, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIMEincluding, WITH OR WITHOUT CAUSEwithout limitation, any clawback policies required by the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, the Xxxxxxxx-Xxxxx Act of 2002, or any other applicable law. The Company may seek recovery of an Award to the fullest extent required by any such clawback policy. i) The amounts payable pursuant to this Award are intended to comply with the short term deferral exception to Section 409A of the Code, set forth in Treasury Regulation § 1.409A-1(b)(4), or are intended to be exempt from Section 409A of the Code, and this Agreement shall be interpreted accordingly. However, to the extent that a Participant is a “specified employee” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Code as of the Participant’s date of a separation from service (which, for purposes of this Agreement, shall have the meaning given such phrase within Section 409A of the Code) no amount that may constitute a deferral of compensation and is not otherwise exempt from Section 409A of the Code which is payable on account of the Participant’s separation from service shall be paid to the Participant before the date (the “Delayed Payment Date”) which is first day of the seventh month after the Participant’s date of termination or, if earlier, the date of the Participant’s death following such date of termination. All such amounts that would, but for this paragraph, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date. No interest will be paid by the Company with respect to any such delayed payments. For purposes of Section 409A of the Code, each payment or amount due under this Plan shall be considered a separate payment. j) Captions in this Agreement are for convenience of reference only and shall not be considered in the construction hereof. Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires. Any requirement of time made hereinabove shall be of the essence of this Agreement. k) This Agreement shall be binding upon the heirs, executors, administrators, and successors of the parties. This Agreement and the Plan constitute the entire agreement between the parties with respect to the Award, and supersede any prior agreements or documents with respect thereto. No amendment, alteration, suspension, discontinuation, or termination of this Agreement, which may impose any additional obligation upon the Company or materially impair the rights of Employee with respect to the Award, shall be valid unless in each instance such amendment, alteration, suspension, discontinuation, or termination is expressed in a written instrument duly executed in the name and on behalf of the Company and by the Participant. l) In the event of any conflict or inconsistency between the terms of this Agreement and the terms of an employment agreement between Participant and the Company, the terms of which have been approved by the Committee or the Board, the terms contained in such employment agreement shall govern and control.

General Provisions. (a) This Agreement will shall be governed by the internal substantive laws, but not laws of the choice State of law rules of UtahTexas. This Agreement represents the entire agreement between the parties with respect to the issuance purchase of Common Stock by the Shares to the EmployeeDirector. (b) Any notice, demand or request required or permitted to be given by either the Company or the Employee Director pursuant to the terms of this Agreement will shall be in writing and will shall be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writing. (c) The rights and benefits of the Company under this Agreement will shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder will shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. The rights and obligations of the Director under this Agreement may only be assigned with the prior written consent of the Company. (d) Either party’s failure to enforce any provision or provisions of this Agreement will shall not in any way be construed as a waiver of any such provisionprovision or provisions, nor prevent that party from thereafter enforcing any each and every other provision of this Agreement. The rights granted both parties hereunder herein are cumulative and will shall not constitute a waiver of either party’s right to assert any all other legal remedy remedies available to itit under the circumstances. (e) The Employee Director agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. (f) DIRECTOR ACKNOWLEDGES AND AGREES THAT THE EMPLOYEE RELEASE OF SHARES FROM THE REPURCHASE OPTION OF THE COMPANY PURSUANT TO SECTION 3 HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED OR PURCHASING SHARES HEREUNDER). DIRECTOR FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH EMPLOYEEDIRECTOR’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEEDIRECTOR’S EMPLOYMENT WITH THE COMPANY RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. By Director’s signature below, Director represents that he is familiar with the terms and provisions of this Agreement and hereby accepts this Agreement subject to all of the terms and provisions thereof Director has reviewed this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of this Agreement. Director agrees to accept as binding, conclusive and final all decisions or interpretations of the Company upon any questions arising under this Agreement. Director further agrees to notify the Company upon any change in the residence indicated in below. DIRECTOR U.S. RARE EARTHS, INC. /s/ Xxxxx Xxxxxx /s/ Xxxxx Xxxxxxx Signature Signature Xxxxx Xxxxxx Xxxxx Xxxxxxx Printed Name Printed Name CEO Title Address of Director ESCROW HOLDER Manhattan Transfer Registrar Company /s/ Xxxx Xxxxx Signature Xxxx Xxxxx Printed Name Title FOR VALUE RECEIVED I, , hereby sell, assign and transfer unto _______________ ( ) shares of the Common Stock of U.S. Rare Earths, Inc. standing in my name of the books of said corporation represented by Certificate No. ___________ herewith and do hereby irrevocably constitute and appoint _________________________ to transfer the said stock on the books of the within named corporation with full power of substitution in the premises. This Stock Assignment may be used only in accordance with the Restricted Stock Purchase Agreement between said corporation and the undersigned dated December ______, 2013. Dated: , 20__ Signature: INSTRUCTIONS: Please do not fill in any blanks other than the signature line. The purpose of this assignment is to enable the Company to exercise its “repurchase option,” as set forth in the Agreement, without requiring additional signatures on the part of the Director. ____________________, 20__ Manhattan Transfer Registrar Company 00 Xxxxxxxx Xxxx Xxxxxx Xxxxx, XX 00000 Attention: Xxxx Xxxxxx Dear Xx. Xxxxxx: As Escrow Agent for both U.S. RARE EARTHS, INC., a Nevada corporation (the “Company”), and the undersigned (the “Director”), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Restricted Stock Award Agreement (“Agreement”) between the Company and the undersigned, in accordance with the following instructions: 1. In the event the Company and/or any assignee of the Company (referred to collectively for convenience herein as the “Company”) exercises the Company’s repurchase option set forth in the Agreement, the Company shall give to Director and you a written notice specifying the number of shares of stock to be purchased, the purchase price, and the time for a closing hereunder at the principal office of the Company. Director and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice. 2. At the closing, you are directed (a) to date the stock assignments necessary for the transfer in question, (b) to fill in the number of shares being transferred, and (c) to deliver same, together with the certificate evidencing the shares of stock to be transferred, to the Company or its assignee, against the simultaneous delivery to you of the purchase price (by cash, a check, or some combination thereof) for the number of shares of stock being purchased pursuant to the exercise of the Company’s repurchase option. 3. Director irrevocably authorizes the Company to deposit with you any certificates evidencing shares of stock to be held by you hereunder and any additions and substitutions to said shares as defined in the Agreement Director does hereby irrevocably constitute and appoint you as Director’s attorney-in-fact and agent for the term of this escrow to execute with respect to such securities all documents necessary or appropriate to make such securities negotiable and to complete any transaction herein contemplated, including but not limited to the filing with any applicable state blue sky authority of any required applications for consent to, or notice of transfer of; the securities. Subject to the provisions of this paragraph 3, Director shall exercise all rights and privileges of the Company while the stock is held by you. 4. Upon written request of the Director, but no more than once per calendar year, unless the Company’s repurchase option has been exercised, you will deliver to Director a certificate or certificates representing so many shares of stock as are not then subject to the Company’s repurchase option. Within ninety (90) days after cessation of Director’s continuous employment by or services to the Company, or any parent or subsidiary of the Company, you will deliver to Director a certificate or certificates representing the aggregate number of shares held or issued pursuant to the Agreement and not purchased by the Company or its assignees pursuant to exercise of the Company’s repurchase option. 5. If at the time of termination of this escrow you should have in your possession any documents, securities, or other property belonging to Director, you shall deliver all of the same to Director and shall be discharged of all further obligations hereunder. 6. Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto. 7. You shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties. You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for Director while acting in good faith, and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith. 8. You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree, you shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 9. You shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder. 10. You shall not be liable for the outlawing of any rights under the Statute of Limitations with respect to these Joint Escrow Instructions or any documents deposited with you.

General Provisions. (a) This Agreement will be governed by the internal substantive laws, but not the choice of law rules of UtahDelaware. This Agreement represents the entire agreement between the parties with respect to the issuance of the Shares to the EmployeeChief Executive Officer. (b) Any notice, demand or request required or permitted to be given by either the Company or the Employee Chief Executive Officer pursuant to the terms of this Agreement will be in writing and will be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writing. (c) The rights of the Company under this Agreement will be transferable to any one or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assigns. (d) Either party’s failure to enforce any provision of this Agreement will not in any way be construed as a waiver of any such provision, nor prevent that party from thereafter enforcing any other provision of this Agreement. The rights granted both parties hereunder are cumulative and will not constitute a waiver of either party’s right to assert any other legal remedy available to it. (e) The Employee Chief Executive Officer agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. (f) THE EMPLOYEE CHIEF EXECUTIVE OFFICER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE CHIEF EXECUTIVE OFFICER FOR ANY PERIOD OR AT ALL, AND SHALL NOT INTERFERE WITH EMPLOYEECHIEF EXECUTIVE OFFICER ’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEECHIEF EXECUTIVE OFFICER’S EMPLOYMENT WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSE.

General Provisions. (a) This Unless the context otherwise requires, where the Developer is obligated by this Agreement will or the approved Plans to make any payments or install or construct or carry out any services or action the provisions therefore contained herein shall be governed by deemed to include the internal substantive laws, but not words "at the choice of law rules of Utah. This Agreement represents the entire agreement between the parties with respect to the issuance sole expense of the Shares to the EmployeeDeveloper". (b) The Developer hereby covenants, warrants and agrees to save harmless and keep the Town indemnified from and against all manner of actions, causes of actions, suits, claims and demands that may howsoever arise through or from the terms of this Agreement, other than claims arising from negligence by the Town of Pelham, its servants and agents. (c) The Developer and the Town acknowledge and agree that it is their intent that all terms, conditions and covenants contained herein: (i) shall run with the Lands; (ii) shall be binding upon the Developer, its heirs, executors, administrators, assigns and successors in title, from time to time; and (iii) the benefits of the said covenants shall ensure to the Town, its successors and assigns in title, of all roads, Streets and public Lands forming part of the Lands. (d) Any notice, demand or request notices required or permitted to be given by either the Company or the Employee pursuant to the terms of this Agreement will agreement shall be in writing and will be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties manner set forth at the end of this Agreement or such other address as a party may request by notifying the other out in writing. (c) The rights of the Company under this Agreement will be transferable to any one or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assigns. (d) Either party’s failure to enforce any provision of this Agreement will not in any way be construed as a waiver of any such provision, nor prevent that party from thereafter enforcing any other provision of this Agreement. The rights granted both parties hereunder are cumulative and will not constitute a waiver of either party’s right to assert any other legal remedy available to itSection 25. (e) This Agreement and everything herein contained shall ensure to the benefit of and be binding upon the successors and assigns of the parties hereto and upon those persons and/or corporations hereafter acquiring title to all or any part of the Lands. (f) The Employee agrees upon request Developer shall impose restrictions as set forth in Schedule “C” annexed hereto on all the Lands so that subsequent Owners will be made aware of and shall strictly adhere to execute any further documents or instruments necessary or desirable to carry out the purposes or intent requirements of this Agreement. (fg) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALLThe Schedules attached hereto are deemed to be a part of this Agreement and are to be interpreted as if the contents thereof were included in this Agreement. (h) The Developer agrees to be bound by the penalty provisions of the Planning Act including, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIMEbut not limited to, WITH OR WITHOUT CAUSESection 67 of said Act. (i) Notwithstanding the provisions of this agreement, the Developer shall be subject to all the By-laws of the Town and all provincial and federal government statutes and/or regulations and amendments thereto affecting the development of land and installation of municipal services. (j) If any term of this agreement shall be found to be ultra xxxxx of the Town, or otherwise unlawful, such term shall conclusively be deemed to be severable and the remainder of this agreement shall be and remain in full force and effect. (k) The Developer shall not call into question directly or indirectly in any proceeding whatsoever in law or in equity or before any administrative or other tribunal the right of the Town to enter into this agreement and to enforce each and every term, covenant and condition thereof and this provision may be pleaded by the Town in any such action or proceeding as a complete and conclusive estoppel of any denial of such right. (l) Time shall be of the essence of this agreement. (m) In the event that a Mortgagee(s) exercises any rights as to sale, possession or foreclosure or takes any other steps to enforce its security against the Lands then such Mortgagee(s) agrees on behalf of itself, its heirs, executors, administrators, successors and assigns not to deal with the Lands as a development or part thereof unless and until a new agreement in the same form, mutatis mutandis, as this Agreement has been entered into with the Town. (n) The Developer shall notify or cause to be notified, each and every purchaser of a Lot or Lots within the Development Plan, of all Works contracted by the Developer, the Developer’s obligations to maintain the Works and all other conditions covered by this Agreement and shall cause such information to be fully recorded in any offer to purchase or agreement for sale entered into by the Developer. (o) The Developer shall pay, before final approval of the Development Plan is requested, all arrears of taxes and all taxes for the current year owing in respect of the Lands and the Buildings situate thereon. (p) The Developer shall commute and pay to the Town before final approval of the Development Plan is requested any and all Local Improvement rates assessed against the Lands. (q) The Town shall cause this Agreement to be Registered against the title to the Lands. (r) If, after this agreement is executed, the Town, the Ministry of the Environment, the Ministry of Natural Resources, the Minister of Housing or the Region shall impose any further condition or requirement which is not contained herein, then the Developer shall forthwith upon demand enter into such further Agreement or give such further assurances as the Town may require and the Developer shall not contravene any condition or requirement of the Minister of Housing or the Region notwithstanding that the same is not contained herein. (s) The Developer shall cause the final Development Plan, as approved by the Town of Pelham, to be registered within thirty (30) days after its approval. (t) The Developer shall reimburse the Town for all fees and disbursements incurred by it in connection with the preparation, approval, execution and registration of this Agreement and all related documentation in connection with the preparation and enactment of any by-law or registration of any subsequent Agreements which may be required to implement this Agreement. (u) All Streets and properties abutting on the Development Plan or used for access to the Lands during the installation or construction of the Works or during the construction of Buildings upon the Lots shall, at all times, be kept in a good, clean and useable condition and, if damaged or littered, shall be restored immediately to the Town's requirements. (v) All trucks making deliveries to or taking materials from the Lands included within the Development Agreement shall be adequately covered and not unreasonably loaded so as to scatter refuse, rubbish, dust or debris on abutting Streets or properties. (w) Any lands required to be conveyed by the Developer in accordance with the provisions hereof shall be in a neat and tidy condition, free of all debris and trash, and the Developer shall complete all services for the Lands in accordance with the terms of this Agreement. (x) The Developer shall ensure that adequate dust control and mud tracking control measures are carried out during the construction of all Works and Buildings upon the Lands. (y) The Developer shall, during construction, ensure all construction vehicles that are not carrying out the Works are parked on the Lands and are not parked within the municipal road allowance. (z) In the event that the Developer wishes to register more than one Development Agreement over the Lands, the Developer shall first obtain the written consent of the Town to do so, which consent shall be conditional upon the Developer registering such Development Agreement in such order as determined by the Town and upon registering such Development Agreement concurrently. The Developer shall not register a Development Agreement over part of the Lands without prior written consent of the Town.

General Provisions. (a) A. This Agreement will shall be governed recorded against, and shall run with, the Property and shall be binding upon the Owner and its successors, assigns, mortgagees, lenders, agents, licensees, lessees, operators, invitees, and representatives, and permanent and temporary occupants of the Property, including, without limitation, all subsequent owners of the Property, or any portion thereof, and all persons claiming under them (collectively, “Owner”). The obligations of this Agreement concerning demolition and construction activity shall also apply to all contractors and sub- contractors of Owner. All present and future owners, occupants or grantees of any portion of the Property shall be subject to, and shall comply with, the provisions of this Agreement. Acceptance of a deed of conveyance, or the entering into of a lease, or the entering into occupancy of any building on the Property shall constitute an agreement that the provisions of this Agreement, as it may be amended from time to time, are accepted and ratified by such owner, occupant, or grantee, and all of such provisions shall be deemed and taken to be covenants running with the land and shall bind any person or entity having at any time any interest or estate therein, as though such provision were recited and stipulated at length in each and every deed, conveyance or lease thereof. B. This Agreement shall be recorded with the Xxxx County Recorder immediately upon execution of this Agreement, and all contracts and deeds of conveyance relating to the Property, or any part thereof, shall be subject to the provisions of this Agreement. C. Nothing herein shall be construed to grant to any person or persons the right to enter upon any part of the Property. All rights of entry by the internal substantive lawspublic shall be established from time to time by the Owner, but its successors and assigns, in the exercise of its discretion. D. In the event Owner does not close on its transaction to purchase the choice Property from Children’s Memorial Hospital this Agreement shall be null and void. E. This Agreement shall run with and bind the Property; provided, however, that the Neighborhood Associations may release this Agreement at any time by resolution, duly adopted by all respective Neighborhood Associations. If any of the privileges or rights created by this Agreement would otherwise be unlawful or void for violation of (i) the rule against perpetuities or some analogous statutory provision, (ii) the rule restricting restraints on alienation, or (iii) any other statutory or common law rules imposing time limits, then the affected privilege or right shall continue only until 21 years after the death of Utahthe last survivor of the now living lawful descendants of the current President of the United States, or for any shorter period that may be required to sustain the validity of the affected privilege or right. This Agreement represents Owner shall have the entire agreement between right to petition the parties with respect City for administrative relief or a minor change provided that that any change to the issuance uses listed in Planned Development Statement 5 or the loading dock design or operations listed in Planned Development Statement 18 would not constitute a minor change pursuant to Section 17-13-0611- A or Planned Development Statement 12; but, instead may only be approved as a major change pursuant to Section 17-13-0611-B. Should Owner be granted administrative relief or a minor change to the PD158, as amended, said administrative relief or minor change shall not be considered to violate any provision of this Agreement F. Disputes under this Agreement shall first be brought to the Community Liaison Committee for resolution. Notwithstanding this procedure, upon written notice, any party hereto may require all parties hereto to submit to non-binding mediation to attempt to resolve any alleged defaults or disputes hereunder, which mediation shall occur within fifteen (15) days of such notice. The mediator shall be acceptable to all parties. Such mediation shall not limit any other rights and remedies available hereunder. Unless expressly provided to the contrary in this Agreement, each and every one of the Shares rights and remedies and benefits provided by this Agreement shall be cumulative and shall not be exclusive of any other such rights, remedies, and benefits allowed by law. The enforcement by specific performance limitation herein, shall not be construed to the Employee. (b) Any noticepreclude any rights or remedies existing apart from this Agreement, demand including, without limitation, claims for money damages arising from negligence or request required other tort, contract, or permitted to be given by either the Company or the Employee pursuant to statutory claims that are not based on a claim of noncompliance with the terms of this Agreement will be in writing and will be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writingAgreement. (c) The rights G. In the event that the Neighborhood Associations, or any of the Company under this Agreement will be transferable them, are required to any one or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assigns. (d) Either party’s failure take action to enforce any provision of this Agreement will and are successful in securing enforcement or damages, the Neighborhood Associations, or any of them, shall be entitled to reimbursement from the Owner and any lessees of the Property, jointly and severally, of all costs and expenses, including, without limitation, reasonable attorney’s fees, incurred in connection with such enforcement. The Neighborhood Associations shall be entitled to seek injunctive relief to enforce this Agreement. In the event that Owner is required to take action to enforce any provision of this Agreement and is successful in securing enforcement or damages, Owner shall be entitled to reimbursement from the Neighborhood Associations, or any of them, jointly and severally, of all costs and expenses, including, without limitation, reasonable attorney’s fees, incurred in connection with such enforcement. Owner shall be entitled to seek injunctive relief to enforce this Agreement. H. Should an amendment of this Agreement be required, any such amendment shall be approved by Owner and each of the Neighborhood Associations. No modification, addition, deletion, revision, alteration, or other change to this Agreement shall be effective unless and until such change is reduced to writing and (i) executed and properly approved by each individual Neighborhood Association, pursuant to all applicable statutory procedures, and (ii) executed by the Owner, or the then-current owner of the Property. I. The Neighborhood Associations shall be under no obligation to exercise any of the rights granted to them in this Agreement except they shall determine to be in their best interest from time to time. The failure of the Neighborhood Associations, or any of them, to exercise at any time any such rights shall not in any way be deemed or construed as a waiver of any such provisionthereof, nor prevent that party from thereafter enforcing shall such failure void or affect the Neighborhood Associations’ rights to enforce such rights or any other rights. J. This Agreement shall be governed by, construed and enforced in accordance with the internal laws, but not conflicts of law rules, of the State of Illinois. K. If any provision of this AgreementAgreement is construed or held to be void, invalid, illegal, or unenforceable in any respect, the remaining part of that provision and the remaining provisions of this Agreement shall not be affected, impaired, or invalidated thereby, but shall remain in full force and effect. The rights granted both parties hereunder are cumulative and will unenforceability of any provision of this Agreement shall not constitute a waiver affect the enforceability of either party’s right to assert that provision in any other legal remedy available to itsituation. (e) The Employee agrees upon request to execute any further documents L. Except as expressly set forth or instruments necessary or desirable to carry out the purposes or intent of provided in this Agreement, no claim as a third party beneficiary under this Agreement by any person shall be made, or be valid, against Neighborhood Associations or the Owner. (f) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALL, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSE.

General Provisions. This Agreement is not transferable by either Party without the other’s prior written consent (which shall not be unreasonably conditioned, delayed or withheld), except that either Party may (without consent) assign its rights and obligations hereunder to any entity that is controlled by, controls, or is under common control with the assigning Party or to any successor entity to all or substantially all of its business (by sale or other transfer of equity or assets, merger, consolidation, reorganization or otherwise). Without limiting the foregoing, Client shall also have the right to assign this Agreement, without consent of Synacor, pursuant to (a) the terms of a plan of reorganization in connection with the Bankruptcy Case; or (b) a sale of assets of Client, which includes this Agreement, pursuant to either Section 363 of the Bankruptcy Code or approval of such sale by the Bankruptcy Court (collectively, the “Bankruptcy Assignment Rights”). Except in connection with the exercise of the Bankruptcy Assignment Rights, Client may not, without the prior written consent of Synacor, assign this Agreement to any third party with whom Synacor has, as of the date of the proposed assignment, a valid, written agreement with respect to the provision of services that are, in all material respects, identical to the Services being provided in the aggregate hereunder. This Agreement will be governed by binding upon, and inure to the internal substantive lawsbenefit of, but not the choice successors, representatives and permitted assigns of law rules of Utahthe Parties. This Agreement represents (including any schedules, exhibits, riders, addendums, amendments and attachments) constitutes the entire agreement agreement, and supersedes all prior negotiations, understandings or agreements (oral or written), between the parties with respect Parties concerning the subject matter of this Agreement. No change, modification or waiver to this Agreement will be effective unless in writing and signed by both parties. In the event of any conflict or inconsistency between the terms and conditions in this Agreement and any schedule, exhibit, rider, attachment or addenda attached hereto, the terms and conditions of the Agreement will prevail. Except as expressly provided herein, any different or additional terms on any related purchase order, confirmation or similar form, even if signed by the Parties after the date hereof, shall have no force or effect on this Agreement. The Parties agree that Synacor and its employees and agents will be serving Client as independent contractors for all purposes and not as employees or partners of, or joint venturers with, Client, No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither Party has any authority of any kind to bind the other in any respect. Neither Synacor nor Client shall be or become liable or bound by any representation, act or omission whatsoever of the other. This Agreement is intended for the sole and exclusive benefit of the Parties hereto and their permitted assigns. Except as expressly provided in Section 8(g) of the Addendum, neither Party intends to benefit any other person or entity, including, without limitation, a “third party beneficiary,” as that term may be defined by applicable statutory or case law, and no other person or entity who is not a party (including, without limitation, an obligor, borrower, or guarantor) shall have any right to rely upon this Agreement for any purpose whatsoever. The failure of either Party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the issuance of minimum extent necessary so that the Shares to the Employee. (b) Any notice, demand or request required or permitted to be given by either the Company or the Employee pursuant to the terms of Agreement shall otherwise remain in full force and effect and enforceable. All notices under this Agreement will be in writing and will be deemed to have been duly given when delivered received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or deposited in e-mail; the U.S. day after being sent, if sent for next day delivery by recognized overnight delivery service; or upon receipt, if sent by certified or registered mail, First Class return receipt requested. This Agreement shall be governed by and construed in accordance with postage prepaidthe laws of the State of New York, and addressed USA without regard to the parties at conflicts of laws provisions thereof. In any action or proceeding to enforce rights under this Agreement, the addresses prevailing party will be entitled to recover its reasonable costs and attorney’s fees. Headings are for convenience of reference only and shall in no way affect interpretation of the parties set forth at the end of this Agreement. This Agreement or such other address as a party may request by notifying the other be executed in writing. (c) The rights of the Company under this Agreement will be transferable to any one or more persons counterparts, each of which (once executed) shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Neither Party shall have any rights against the other Party hereto for the non-operation of facilities or entitiesthe non-furnishing of services or fulfillment of obligations if such non-operation, and all covenants and agreements hereunder will inure non-furnishing or non-fulfillment is due to the benefit an act of God or other cause beyond such Party’s reasonable control. All remedies, whether at law, in equity or pursuant to this Agreement shall be cumulative. By: /s/ Gxxxxx Xxxxxxx By: /s/ Mxxxxx Xxxxx Name: Gxxxxx Xxxxxxx Name: Mxxxxx Xxxxx Title: SVP Title: CTO/SVP Date: 7/21/2004 Date: July 13th, 2004 This Schedule A forms a part of, and be enforceable is governed by, the Synacor Master Services Agreement dated July 21 2004, by and between Synacor, Inc. and ACC Operations, Inc., including any schedules, attachments, exhibits, addenda, amendments or riders attached thereto (collectively, the Company’s successors “Agreement.”) Any capitalized terms used in this Schedule A and assigns. (d) Either party’s failure not defined herein shall have the meanings ascribed to enforce any provision of this Agreement will not such terms in any way be construed as a waiver of any such provision, nor prevent that party from thereafter enforcing any other provision of this the Agreement. The rights granted both parties hereunder product deliverables and fees payable by Client to Synacor pursuant to the Agreement are cumulative and will not constitute a waiver of either party’s right to assert any other legal remedy available to itset forth below. (e) The Employee agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. (f) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALL, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSE.

General Provisions. (a) This a. The Master Agreement is controlling, and neither the Union nor Management may negotiate nor implement any change that conflicts with this Master Agree- ment. Only the National Parties may reopen the Master Agreement, in whole or in part, during its term and only upon mutual agreement subject to Article 45 b. The Parties agree that changing conditions create a need for either Manage- ment or the Union to propose midterm negotiations. Either party may propose changes in conditions of employment not in conflict with this Master Agreement during its term. c. The parties at all levels are advised to consider Article 8 when contemplating changes in conditions of employment. The Parties acknowledge that pre-decisional involvement does not abrogate a bargaining obligation. If issues are not fully resolved collaboratively, Management will notify the Union and negotiate as appropriate in accordance with the provisions of this article and law. d. Management agrees that it will not unilaterally implement changes in person- nel policy or practices or conditions of employment, including those originating from terms of dispute settlement agreements, unless there is an emergency or the date of implementation is required by law. In these situations, post-implementa- tion issue resolution or negotiations may be governed by appropriate. e. Management may implement changes in personnel policy or practices or con- ditions of employment that are not in conflict with this Master Agreement after notifying, in writing, the internal substantive laws, but not the choice of law rules of Utah. This Agreement represents the entire agreement between the parties with respect to the issuance appropriate Union officials of the Shares proposed changes and giving them the opportunity to negotiate, including conclusion of mediation and impasse procedures if the Employeeservices of either the Federal Mediation & Conciliation Service (FMCS) or the Federal Service Impasses Panel (FSIP) are invoked. (b) Any noticef. If negotiations are invoked, demand or request required or permitted to be given by either the Company or the Employee pursuant to the terms of this Agreement will be in writing and will be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses level proposing the change are obligated to meet or otherwise communicate in a timely manner and bargain in good faith, which may include mediation and impasse procedures. g. At the completion of negotiations, the parties set forth at agree to support the end of this Agreement or such other address as a party may request by notifying the other in writingnegotiated agreement. (c) The rights of the Company under h. Nothing in this Agreement will be transferable to any one or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assigns. (d) Either party’s failure to enforce any provision of this Agreement will not in any way article shall be construed as a waiver of any such provision, nor prevent that party from thereafter enforcing any other provision of this Agreement. The rights granted both parties hereunder are cumulative and will not constitute a waiver of to limit either party’s right to assert any other legal remedy available to itstatutory rights. (e) The Employee agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent i. Parties may address alleged violations of this AgreementArticle through either the griev- ance/arbitration process or through filing an Unfair Labor Practice (ULP), but not both. (f) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALL, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSE.

General Provisions. (a) This Agreement will Affiliated Assignment and Assumption shall be governed by the internal substantive laws, but not the choice of law rules of Utah. This Agreement represents the entire agreement between the parties with respect to the issuance of the Shares to the Employee. (b) Any notice, demand or request required or permitted to be given by either the Company or the Employee pursuant to the terms of this Agreement will be in writing and will be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaidbinding upon, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writing. (c) The rights of the Company under this Agreement will be transferable to any one or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, the parties hereto and be enforceable by the Company’s their respective successors and assigns. (d) Either party’s failure to enforce . This Affiliated Assignment and Assumption may be executed in any provision number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Agreement will Affiliated Assignment and Assumption by telecopy or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Affiliated Assignment and Assumption. THIS AFFILIATED ASSIGNMENT AND ASSUMPTION AND ANY CLAIM, CONTROVERSY OR DISPUTE UNDER, ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER BASED IN CONTRACT (AT LAW OR IN EQUITY), TORT OR ANY OTHER THEORY, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW RULES THAT WOULD RESULT IN THE APPLICATION OF A DIFFERENT GOVERNING LAW. The Assignor acknowledges and agrees that in connection with this Affiliated Assignment and Assumption, (1) each of the Borrower and its Subsidiaries and the Administrative Agent may possess information regarding the Borrower and its Affiliates not known to the Assignor and that may be material to a decision by the Assignor to participate in the transactions contemplated by this Affiliated Assignment and Assumption (including material non-public information) (“Excluded Information”), (2) the Assignor has independently and, without reliance on the Borrower or any way be construed as a waiver of any such provision, nor prevent that party from thereafter enforcing its Subsidiaries or Affiliates or the Administrative Agent or any other provision Agent Party, made its own analysis and determination to enter into this Affiliated Assignment and Assumption notwithstanding the Assignor’s lack of this Agreement. The rights granted both parties hereunder are cumulative and will not constitute a waiver knowledge of either party’s right to assert the Excluded Information, (3) none of the Borrower or its Subsidiaries or Affiliates or the Administrative Agent or any other legal remedy Agent Party shall have any liability to the Assignor, and the Assignor hereby waives and releases, to the extent permitted by law, any claims the Assignor may have against the Borrower and its Subsidiaries and Affiliates and the Administrative Agent and any other Agent Party, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information and (4) the Excluded Information may not be available to itthe Administrative Agent or the other Lenders. (e) The Employee agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. (f) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALL, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSE.

General Provisions. (a) This Agreement will Nothing contained in this Lease shall be governed deemed or construed by the internal substantive lawsparties hereto or by any third person to create the relationship of principal and agent or of partnership or of joint venture of any association between Lessor and Lessee, and neither the method of computation of rent nor any other provisions contained in this Lease nor any acts of the parties hereto shall be deemed to create any relationship between Lessor and Lessee other than the relationship of landlord and tenant. (b) Each and all of the provisions of this Lease shall be binding upon and inure to the benefit of the parties hereto, and except as otherwise specifically provided elsewhere in this Lease, their respective heirs, executors, administrators, successors, and assigns, subject at all times, nevertheless, to all agreements and restrictions contained elsewhere in this Lease with respect to the assignment, transfer, encumbering, or subletting of all or any part of Lessee’s interest in this Lease. (c) The captions of the paragraphs of this Lease are for convenience only and shall not be considered or referred to in resolving questions of interpretation or construction. (d) This Lease is and shall be considered to be the only agreement between the parties hereto and their representatives and agents. All negotiations and oral agreements acceptable to both parties have been merged into and are included herein. There are no other representations or warranties between the parties and all reliance with respect to representations is solely upon the representations and agreements contained in this instrument. (e) The laws of the State of California shall govern the validity, performance, and enforcement of this Lease. Notwithstanding which of the parties may be deemed to have prepared this Lease, this Lease shall not be interpreted either for or against Lessor or Lessee, but not this Lease shall be interpreted in accordance with the choice general tenor of law rules the language in an effort to reach an equitable result. (f) Time is of Utah. the essence with respect to the performance of each of the covenants and agreements contained in this Lease. (g) Recourse by Lessee for breach of this Lease by Lessor shall be expressly limited to the amount of Lessor’s interest in the Property and the rents, issues, insurance, condemnation, and sales proceeds actually received by Lessor, and profits therefrom, and in the event of any such breach or default by Lessor, Lessee hereby waives the right to proceed against any other assets of Lessor or against any other assets of any partner, manager or member of Lessor. (h) Any provision or provisions of this Lease which shall be found to be invalid, void or illegal by a court of competent jurisdiction, shall in no way affect, impair, or invalidate any other provisions hereof, and the remaining provisions hereof shall nevertheless remain in full force and effect. (i) This Agreement Lease may be modified in writing only, signed by the parties in interest at the time of such modification. (j) Each party represents to the entire other that the person signing this Lease on its behalf is properly authorized to do so, and in the event this Lease is signed by an agent or other third party on behalf of either Lessor or Lessee, written authority to sign on behalf of such party in favor of the agent or third party shall be provided to the other party hereto either prior to or simultaneously with the return to such other party of a fully executed copy of this Lease. (k) (k) No binding agreement between the parties with respect to the issuance Premises shall arise or become effective until this Lease has been duly executed by both Lessee and Lessor and a fully executed copy of the Shares this Lease has been delivered to the Employeeboth Lessee and Lessor. (b1) Any noticeLessor and Lessee acknowledge that the terms and conditions of this Lease constitute confidential information of Lessor and Lessee. Each party shall use its reasonable good faith efforts to prevent the dissemination orally or in written form, demand of this Lease, lease proposals, lease drafts, or request other documentation containing the terms, identity of the parties, details or conditions contained herein to any third party without obtaining the prior written consent of the other party, except to the attorneys, accountants, lenders, investors, potential investors, potential business or merger partners, potential subtenants and assignees, or other authorized business representatives or agents of the parties, or except to the extent required to comply with applicable laws, including any filings by Lessee pursuant to state or permitted federal securities laws. Neither Lessor nor Lessee shall make any public announcement of the consummation of this Lease transaction without the prior approval of the other party. A violation of this subparagraph (1) shall not permit either party to terminate this Lease. Nothing in this Paragraph shall prevent Lessor from submitting a copy of this Lease to the Court in connection with any action to enforce the provisions hereof. (m) Except as provided in Paragraph 22(c), the rights and remedies that either party may have under this Lease or at law or in equity, upon any breach, are distinct, separate and cumulative and shall not be deemed inconsistent with each other, and no one of them shall be deemed to be given exclusive of any other. (n) Lessee waives any claim for consequential damages which Lessee may have against Lessor for breach of or failure to perform or observe the requirements and obligations created by this Lease. (o) Lessor and Lessee each agree to and they hereby do, to the maximum extent permitted by law, waive trial by jury in any action, proceeding or counterclaim brought by either the Company or the Employee pursuant to the terms of this Agreement will be in writing and will be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying hereto against the other on any matters whatsoever arising out of or in writingany way connected with this Lease, the relationship of Lessor and Lessee, Lessee’s use or occupancy of the Premises and/or any claim of injury or damage, and any statutory remedy. (cp) The rights This Lease shall not be recorded. All measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease. Lessor has not had an inspection of the Company under this Agreement will be transferable to any one or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable Premises performed by the Company’s successors and assignsa Certified Access Specialist as described in California Civil Code § 1938. (dq) Either party’s failure to enforce any provision This Lease amends and restates that Lease dated May 23, 2014 by and between Lessor and Lessee (the “Original Lease”) in its entirety as of the Commencement Date. Upon execution of this Agreement will not Lease, Rent shall be due as of August 1, 2015 as provided in this Lease and any way amounts paid by Lessee under the Original Lease for such period shall be construed as a waiver of any credited against such provision, nor prevent that party from thereafter enforcing any other provision of this Agreement. The rights granted both parties hereunder are cumulative and will not constitute a waiver of either party’s right to assert any other legal remedy available to itamount. (e) The Employee agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. (f) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALL, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSE.

General Provisions. (a) This In case any provision or obligation under this Agreement will shall be governed by invalid, illegal or unenforceable in any jurisdiction, the internal substantive lawsvalidity, but not the choice of law rules of Utah. This Agreement represents the entire agreement between the parties with respect to the issuance legality and enforceability of the Shares to the Employeeremaining provisions or obligations in such jurisdiction, and of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. (b) This Agreement shall bind the Parties and their respective successors, but shall not be assigned or pledged by any party without the prior written consent of the other Parties. Any notice, demand or request required or permitted to be given by either the Company or the Employee pursuant to the terms assignment made in contravention of this Agreement will Section 19(b) shall be in writing void and will be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writingunenforceable. (c) The rights Back-up Servicer may employ and act through agents, attorneys and independent contractors so long as Back-up Servicer remains fully responsible and accountable for performance of all obligations of Back-up Servicer, as Back-up Servicer; provided, however, that subject to compliance by Back-up Servicer, as successor Operator, with its obligations under Section 5(c) and Section 10 of Exhibit A, Back-up Servicer shall have no liability for the Company under this Agreement will be transferable acts and omissions of third-party service providers that act for Back-up Servicer as contemplated pursuant to any one or more persons or entitiesSection 5(c) and Section 10 of Exhibit A, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assignsexcept as set forth in Section 5(c). (d) Either party’s failure to enforce any provision of this Agreement will not in any way be construed as a waiver of any such provisionTHIS AGREEMENT SHALL BE GOVERNED BY, nor prevent that party from thereafter enforcing any other provision of this AgreementAND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK [***] Confidential treatment has been requested for the bracketed portions. The rights granted both parties hereunder are cumulative confidential redacted portion has been omitted and will not constitute a waiver of either party’s right to assert any other legal remedy available to itfiled separately with the Securities and Exchange Commission. WITHOUT REFERENCE TO ITS PRINCIPLES OF CONFLICT OF LAWS THAT WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION (OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, WHICH SHALL APPLY TO THIS AGREEMENT). (e) The Employee Each Party agrees that any suit for the enforcement of this Agreement may be brought in the state or federal court in New York County, New York and consents to the nonexclusive jurisdiction of such court and to service of process in any such suit being made upon request it by mail at the address specified in Section 11. Each Party hereby waives any objection that it may now or hereafter have to execute the venue of any further documents such suit or instruments necessary any such court or desirable to carry out that such suit is brought in an inconvenient court. (f) EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY LITIGATION OR DISPUTE DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THE PERFORMANCE OF ANY SUCH RIGHTS OR OBLIGATIONS. (g) Back-up Servicer shall not discontinue, curtail or in any manner alter performance of the purposes Project Services during the pendency of any action or intent of proceeding arising in connection with this Agreement. (fh) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALLThis Agreement, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIMEincluding any attachments and amendments hereto, WITH OR WITHOUT CAUSEconstitutes the entire agreement of the Parties with respect to the terms, conditions and subject matter hereof, superseding all previous proposals, representations, or understandings, whether oral or written. This Agreement may only be modified by a subsequent writing, duly executed by each Party other than, after the Transfer Date, Sunrun, as Operator. (i) This Agreement may be executed in counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same document. Delivery of an executed counterpart of this Agreement by facsimile shall be effective as delivery of a manually executed counterpart of this Agreement.

General Provisions. (a) This All of the covenants, agreements, and obligations contained in this Agreement will shall be governed binding upon, and inure to the benefit of, the respective parties and their heirs, executors, administrators, and other legal representatives, as the case may be. Each Shareholder agrees that this Agreement and the obligations hereunder shall attach to such Shareholder's Subject Shares and shall, unless terminated pursuant to Section 8 hereof, be binding upon any person to which legal or beneficial ownership of such Subject Shares shall pass, whether by the internal substantive laws, but not the choice operation of law rules of Utah. This Agreement represents the entire agreement between the parties with respect to the issuance of the Shares to the Employeeor otherwise, including without limitation such Shareholder's heirs, guardians, administrators or successors. (b) This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument. Execution of a facsimile copy of this Agreement by any party and delivery of a copy of this Agreement bearing the facsimile signature of any party shall constitute the valid and binding execution and delivery of this Agreement, and facsimile copies of this Agreement bearing the facsimile signature of any party shall constitute an original document enforceable against such party. (c) All notices, requests, demands, claims, and other communications hereunder will be in writing. Any notice, demand request, demand, claim, or request required or permitted other communication hereunder shall be deemed duly given upon the earlier of actual delivery to be given by either the Company intended recipient or the Employee pursuant to the terms of this Agreement will be in writing and will be deemed given when delivered personally first attempted delivery by personal delivery, expedited courier, messenger service, or deposited in the U.S. registered or certified mail, First Class with return receipt requested, postage prepaid, and addressed to the parties intended recipient as set forth in Schedule A attached hereto. Any attempted delivery by any of the methods set forth above may be verified by the person attempting personal delivery, the courier, the messenger service, or the United States Postal Service, as the case may be, through whom or which such delivery was attempted. Any party may send any notice, request, demand, claim, or other communication hereunder to the intended recipient at the addresses of the parties address set forth at above using any other means (including telecopy, telex, ordinary mail, or electronic mail), but no such notice, request, demand, claim, or other communication shall be deemed to have been duly given unless and until, in the end case of this Agreement or such other address as a party may request by notifying the other in writing. (c) The rights of the Company under this Agreement will be transferable to any one or more persons or entitiesordinary mail, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable it actually is received by the Company’s successors intended recipient, and, in the case of delivery by telecopier, telex, or electronic mail, on the date of such delivery and assignsverified by confirmation of such transmission. (d) Either party’s failure to enforce If any provision of this Agreement will not in shall be declared null, void or unenforceable by any way court or administrative board, such provision shall be construed as a waiver of any such provision, nor prevent that party deemed to have been severed from thereafter enforcing any other provision the remainder of this Agreement. The rights granted both parties hereunder are cumulative Agreement and will not constitute a waiver of either party’s right this Agreement shall continue in all other respects to assert any other legal remedy available to itbe valid and enforceable. (e) The Employee agrees upon request to execute section headings contained in this Agreement are inserted for convenience only and shall not affect in any further documents way the meaning or instruments necessary or desirable to carry out the purposes or intent interpretation of this Agreement. (f) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALLNo waivers of any breach of this Agreement extended by any party hereto to any other party shall be construed as a waiver of any rights or remedies of any other party hereto or with respect to any subsequent breach. (g) This Agreement shall be governed by, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIMEand construed in accordance with, WITH OR WITHOUT CAUSEthe laws of the State of Delaware regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof.

General Provisions. (a) This Agreement will Nothing contained in this Lease shall be governed deemed or construed by the internal substantive lawsparties hereto or by any third person to create the relationship of principal and agent or of partnership or of joint venture of any association between Lessor and Lessee, and neither the method of computation of rent nor any other provisions contained in this Lease nor any acts of the parties hereto shall be deemed to create any relationship between Lessor and Lessee other than the relationship of landlord and tenant. (b) Each and all of the provisions of this Lease shall be binding upon and inure to the benefit of the parties hereto, and except as otherwise specifically provided elsewhere in this Lease, their respective heirs, executors, administrators, successors, and assigns, subject at all times, nevertheless, to all agreements and restrictions contained elsewhere in this Lease with respect to the assignment, transfer, encumbering, or subletting of all or any part of Lessee’s interest in this Lease. (c) The captions of the paragraphs of this Lease are for convenience only and shall not be considered or referred to in resolving questions of interpretation or construction. (d) This Lease is and shall be considered to be the only and entire agreement between the parties hereto and their representatives and agents. All proposals, letters of intent, negotiations, and oral agreements acceptable to both parties have been merged into and are included herein. There are no other representations or warranties between the parties and all reliance with respect to representations is solely upon the representations and agreements contained in this instrument. (e) The laws of the State of California shall govern the validity, performance, and enforcement of this Lease. Notwithstanding which of the parties may be deemed to have prepared this Lease, this Lease shall not be interpreted either for or against Lessor or Lessee, but not this Lease shall be interpreted in accordance with the choice general tenor of law rules the language in an effort to reach an equitable result. (f) Time is of Utah. the essence with respect to the performance of each of the covenants and agreements contained in this Lease. (g) Recourse by Lessee for breach of this Lease by Lessor shall be expressly limited to the amount of Lessor’s interest in the premises which are the subject of this Lease and the rents, issues, insurance, condemnation, and sales proceeds actually received by Lessor, and profits therefrom, and in the event of any such breach or default by Lessor Lessee hereby waives the right to proceed against any other assets of Lessor or against any other assets of any manager or member of Lessor. (h) Any provision or provisions of this Lease which shall be found to be invalid, void or illegal by a court of competent jurisdiction, shall in no way affect, impair, or invalidate any other provisions hereof, and the remaining provisions hereof shall nevertheless remain in full force and effect. (i) This Agreement Lease may be modified in writing only, signed by the parties in interest at the time of such modification. (j) Each party represents to the entire other that the person signing this Lease on its behalf is properly authorized to do so, and in the event this Lease is signed by an agent or other third party on behalf of either Lessor or Lessee, written authority to sign on behalf of such party in favor of the agent or third party shall be provided to the other party hereto either prior to or simultaneously with the return to such other party of a fully executed copy of this Lease. (k) No binding agreement between the parties with respect to the issuance premises which are the subject of the Shares this Lease shall arise or become effective until this Lease has been duly executed by both Lessee and Lessor and a fully executed copy of this Lease has been delivered to the Employeeboth Lessee and Lessor. (bl) Any noticeLessor and Lessee acknowledge that the terms and conditions of this Lease constitute confidential information of Lessor and Lessee. Each party shall use its reasonable good faith efforts to prevent the dissemination orally or in written form, demand of this Lease, lease proposals, lease drafts, or request other documentation containing the terms, details or conditions contained herein to any third party without obtaining the prior written consent of the other party, except to the attorneys, accountants, lenders, investors, potential investors, potential business or merger partners, potential subtenants and assignees, or other authorized business representatives or agents of the parties, or except to the extent required to comply with applicable laws, including any filings by Lessee pursuant to state or permitted federal securities laws. Neither Lessor nor Lessee shall make any public announcement of the consummation of this Lease transaction without the prior approval of the other party. A violation of this subparagraph (l) shall not permit either party to terminate this Lease. (m) Except as otherwise provided in Paragraph 23(c) and Paragraph 31 hereof, the rights and remedies that either party may have under this Lease or at law or in equity, upon any breach, are distinct, separate and cumulative and shall not be deemed inconsistent with each other, and no one of them shall be deemed to be given exclusive of any other. (n) Except as provided in Paragraph 20, Lessor and Lessee waive any claim for consequential damages which one may have against the other for breach of or failure to perform or observe the requirements and obligations created by this Lease. (o) Lessor and Lessee each agree to and they hereby do waive trial by jury in any action, proceeding or counterclaim brought by either the Company or the Employee pursuant to the terms of this Agreement will be in writing and will be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at hereto against the end other on any matters whatsoever arising out of or in any way connected with this Lease, the relationship of Lessor and Lessee, Lessee’s use or occupancy of the premises which are the subject of this Agreement Lease and/or any claim of injury or such other address as a party may request by notifying the other in writingdamage, and any statutory remedy. (cp) The rights of the Company under this Agreement will This Lease shall not be transferable to any one or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assignsrecorded. (dq) Either party’s failure to enforce Whenever this Lease requires an approval, consent, determination, selection or judgment by either Lessor or Lessee, unless another standard is expressly set forth, such approval, consent, determination, selection or judgment and any provision of this Agreement will conditions imposed thereby shall be reasonable and shall not be unreasonably withheld or delayed and, in exercising any way be construed as a waiver of any such provisionright or remedy hereunder, nor prevent that each party from thereafter enforcing any other provision of this Agreement. The rights granted both parties hereunder are cumulative shall at all times act reasonably and will not constitute a waiver of either party’s right to assert any other legal remedy available to itin good faith. (er) The Employee agrees upon request Any expenditure by a party permitted or required under this Lease, for which such party demands reimbursement from the other party, shall be limited to execute any further documents or instruments necessary or desirable to carry out the purposes or intent fair market value of this Agreementthe goods and services involved, shall be reasonably incurred, and shall be substantiated by documentary evidence available for inspection and review by the other party. (fs) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALLLessee shall have the unimpeded access and right to do shipping and receiving using the roll-up doors in Building #16 and Building #13. (t) Lessor shall investigate the feasibility of relocating or removing the trailers located across from the Building #16 Premises (if not already removed). (u) Lessor shall provide as an Operating Expense of Menlo Business Park a roving security patrol in Menlo Business Park, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIME24 hours per day, WITH OR WITHOUT CAUSE7 days per week, 365 days per year.

General Provisions. (a) This Agreement will shall be governed by the internal substantive laws, but not laws of the choice State of law rules of UtahDelaware. This Agreement represents the entire agreement between the parties with respect to the issuance purchase of Common Stock by the Shares to the EmployeePurchaser and may only be modified or amended in writing signed by both parties. (b) Any notice, demand or request required or permitted to be given by either the Company or the Employee Purchaser pursuant to the terms of this Agreement will shall be in writing and will shall be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writing. Any notice to the Escrow Holder shall be sent to the Company's address with a copy to the other party not sending the notice. (c) The rights and benefits of the Company under this Agreement will shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder will shall inure to the benefit of, and be enforceable by the Company’s 's successors and assigns. The rights and obligations of the Purchaser under this Agreement may only be assigned with the prior written consent of the Company. (d) Either party’s 's failure to enforce any provision or provisions of this Agreement will shall not in any way be construed as a waiver of any such provisionprovision or provisions, nor prevent that party thereafter from thereafter enforcing any each and every other provision of this Agreement. The rights granted both parties hereunder herein are cumulative and will shall not constitute a waiver of either party’s 's right to assert any all other legal remedy remedies available to itit under the circumstances. (e) The Employee Purchaser agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. (f) PURCHASER ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO SECTION 4 HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS AN EMPLOYEE OR CONSULTANT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED OR PURCHASING SHARES HEREUNDER). PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE OR CONSULTANT FOR THE VESTING PERIOD, FOR ANY PERIOD PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH EMPLOYEE’S PURCHASER'S RIGHT OR THE COMPANY’S 'S RIGHT TO TERMINATE EMPLOYEE’S PURCHASER'S EMPLOYMENT WITH THE COMPANY OR CONSULTING RELATIONSHIP AT ANY TIME, WITH OR WITHOUT CAUSE. (g) Purchaser acknowledges receipt of a copy of the Plan, a copy of which is annexed hereto, represents that Purchaser is familiar with the terms and provisions thereof, and hereby accepts this Agreement subject to all of the terms and provisions thereof. Purchase has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of the Agreement. Purchase hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board or of the Committee upon any questions arising under the Plan. Purchaser further agrees to notify the Company upon any change in the residence address indicated below.

General Provisions. (a) This Agreement will shall be governed by the internal substantive laws, but not laws of the choice State of law rules of UtahTexas. This Agreement represents the entire agreement between the parties with respect to the issuance purchase of Common Stock by the Shares to the EmployeeDirector. (b) Any notice, demand or request required or permitted to be given by either the Company or the Employee Director pursuant to the terms of this Agreement will shall be in writing and will shall be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writing. (c) The rights and benefits of the Company under this Agreement will shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder will shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. The rights and obligations of the Director under this Agreement may only be assigned with the prior written consent of the Company. (d) Either party’s failure to enforce any provision or provisions of this Agreement will shall not in any way be construed as a waiver of any such provisionprovision or provisions, nor prevent that party from thereafter enforcing any each and every other provision of this Agreement. The rights granted both parties hereunder herein are cumulative and will shall not constitute a waiver of either party’s right to assert any all other legal remedy remedies available to itit under the circumstances. (e) The Employee Director agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. (f) DIRECTOR ACKNOWLEDGES AND AGREES THAT THE EMPLOYEE RELEASE OF SHARES FROM THE REPURCHASE OPTION OF THE COMPANY PURSUANT TO SECTION 3 HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED OR PURCHASING SHARES HEREUNDER). DIRECTOR FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH EMPLOYEEDIRECTOR’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEEDIRECTOR’S EMPLOYMENT WITH THE COMPANY RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. By Director’s signature below, Director represents that he is familiar with the terms and provisions of this Agreement and hereby accepts this Agreement subject to all of the terms and provisions thereof Director has reviewed this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of this Agreement. Director agrees to accept as binding, conclusive and final all decisions or interpretations of the Company upon any questions arising under this Agreement. Director further agrees to notify the Company upon any change in the residence indicated in below. DIRECTOR U.S. RARE EARTHS, INC. /s/ Xxxxxx Xxxxxx /s/ Xxxxx Xxxxxxx Signature Signature Xxxxxx Xxxxxx Xxxxx Xxxxxxx Printed Name Printed Name CEO Title Address of Director ESCROW HOLDER Manhattan Transfer Registrar Company /s/ Xxxx Xxxxx Signature Xxxx Xxxxx Printed Name Title FOR VALUE RECEIVED I, , hereby sell, assign and transfer unto _______________ ( ) shares of the Common Stock of U.S. Rare Earths, Inc. standing in my name of the books of said corporation represented by Certificate No. ___________ herewith and do hereby irrevocably constitute and appoint _________________________ to transfer the said stock on the books of the within named corporation with full power of substitution in the premises. This Stock Assignment may be used only in accordance with the Restricted Stock Purchase Agreement between said corporation and the undersigned dated December ______, 2013. Dated: , 20__ Signature: INSTRUCTIONS: Please do not fill in any blanks other than the signature line. The purpose of this assignment is to enable the Company to exercise its “repurchase option,” as set forth in the Agreement, without requiring additional signatures on the part of the Director. ____________________, 20__ Manhattan Transfer Registrar Company 00 Xxxxxxxx Xxxx Xxxxxx Xxxxx, XX 00000 Attention: Xxxx Xxxxxx Dear Xx. Xxxxxx: As Escrow Agent for both U.S. RARE EARTHS, INC., a Nevada corporation (the “Company”), and the undersigned (the “Director”), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Restricted Stock Award Agreement (“Agreement”) between the Company and the undersigned, in accordance with the following instructions: 1. In the event the Company and/or any assignee of the Company (referred to collectively for convenience herein as the “Company”) exercises the Company’s repurchase option set forth in the Agreement, the Company shall give to Director and you a written notice specifying the number of shares of stock to be purchased, the purchase price, and the time for a closing hereunder at the principal office of the Company. Director and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice. 2. At the closing, you are directed (a) to date the stock assignments necessary for the transfer in question, (b) to fill in the number of shares being transferred, and (c) to deliver same, together with the certificate evidencing the shares of stock to be transferred, to the Company or its assignee, against the simultaneous delivery to you of the purchase price (by cash, a check, or some combination thereof) for the number of shares of stock being purchased pursuant to the exercise of the Company’s repurchase option. 3. Director irrevocably authorizes the Company to deposit with you any certificates evidencing shares of stock to be held by you hereunder and any additions and substitutions to said shares as defined in the Agreement Director does hereby irrevocably constitute and appoint you as Director’s attorney-in-fact and agent for the term of this escrow to execute with respect to such securities all documents necessary or appropriate to make such securities negotiable and to complete any transaction herein contemplated, including but not limited to the filing with any applicable state blue sky authority of any required applications for consent to, or notice of transfer of; the securities. Subject to the provisions of this paragraph 3, Director shall exercise all rights and privileges of the Company while the stock is held by you. 4. Upon written request of the Director, but no more than once per calendar year, unless the Company’s repurchase option has been exercised, you will deliver to Director a certificate or certificates representing so many shares of stock as are not then subject to the Company’s repurchase option. Within ninety (90) days after cessation of Director’s continuous employment by or services to the Company, or any parent or subsidiary of the Company, you will deliver to Director a certificate or certificates representing the aggregate number of shares held or issued pursuant to the Agreement and not purchased by the Company or its assignees pursuant to exercise of the Company’s repurchase option. 5. If at the time of termination of this escrow you should have in your possession any documents, securities, or other property belonging to Director, you shall deliver all of the same to Director and shall be discharged of all further obligations hereunder. 6. Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto. 7. You shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties. You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for Director while acting in good faith, and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith. 8. You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree, you shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 9. You shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder. 10. You shall not be liable for the outlawing of any rights under the Statute of Limitations with respect to these Joint Escrow Instructions or any documents deposited with you.

General Provisions. (a) This Agreement will shall be governed by the internal substantive laws, but not laws of the choice State of law rules of UtahArizona. This Agreement represents the entire agreement between the parties with respect to the issuance purchase of Common Stock by the Shares to the EmployeePurchaser and may only be modified or amended in writing signed by both parties. (b) Any notice, demand or request required or permitted to be given by either the Company or the Employee Purchaser, pursuant to the terms of this Agreement will Agreement, shall be in writing and will shall be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties Parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writing. (c) Any notice to the Escrow Holder shall be sent to the Company’s address with a copy to the other party not sending the notice. (d) The rights and benefits of the Company under this Agreement will shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder will shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. The rights and obligations of the Purchaser under this Agreement may only be assigned with the prior written consent of the Company. (de) Either party’s failure to enforce any provision or provisions of this Agreement will shall not in any way be construed as a waiver of any such provisionprovision or provisions, nor prevent that party thereafter from thereafter enforcing any each and every other provision provisions of this Agreement. The rights granted both parties hereunder herein are cumulative and will shall not constitute a waiver of either party’s right to assert any all other legal remedy remedies available to itit under the circumstances. (ef) The Employee Purchaser agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. (fg) THE EMPLOYEE PURCHASER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT THE VESTING OF THE SHARES, PURSUANT TO SECTION 4 HEREOF, IS EARNED ONLY BY CONTINUING SERVICE AS AN EMPLOYEE OR CONSULTANT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED OR PURCHASING SHARES UNDER). THE PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE OR CONSULTANT FOR THE VESTING PERIOD, FOR ANY PERIOD PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSE.

General Provisions. (a) This Agreement will be governed by the internal substantive laws, but not the choice of law rules of UtahDelaware. This Agreement represents the entire agreement between the parties with respect to the issuance of the Shares to the EmployeeChairman Of The Board. (b) Any notice, demand or request required or permitted to be given by either the Company or the Employee Chairman Of The Board pursuant to the terms of this Agreement will be in writing and will be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writing. (c) The rights of the Company under this Agreement will be transferable to any one or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assigns. (d) Either party’s failure to enforce any provision of this Agreement will not in any way be construed as a waiver of any such provision, nor prevent that party from thereafter enforcing any other provision of this Agreement. The rights granted both parties hereunder are cumulative and will not constitute a waiver of either party’s right to assert any other legal remedy available to it. (e) The Employee Chairman Of The Board agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. (f) THE EMPLOYEE CHAIRMAN OF THE BOARD ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE CHAIRMAN OF THE BOARD FOR ANY PERIOD OR AT ALL, AND SHALL NOT INTERFERE WITH EMPLOYEECHAIRMAN OF THE BOARD’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEECHAIRMAN OF THE BOARD’S EMPLOYMENT WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSE.

General Provisions. (a) This Agreement will be governed The Lease, as amended by the internal substantive lawsthis Amendment, but not the choice of law rules of Utah. This Agreement represents continues in full force and effect and embodies the entire agreement between the parties with respect and supersedes all prior agreements and understandings relating to the issuance subject matter hereof. The Lease may be further amended or supplemented only by an instrument in writing executed by Lessor and Lessee (acting through Facet alone (or any successor in interest thereto) as provided in Paragraph 3 above). Subject to the provisions of the Shares Lease restricting assignment or subletting by Lessee, and subject to the Employee. (b) Any noticeprovisions of Article XVI of the Lease, demand or request required or permitted to be given by either the Company or the Employee pursuant to the terms of this Agreement will be in writing and will be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaidAmendment, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address Lease as a party may request by notifying the other in writing. (c) The rights of the Company under this Agreement will amended hereby, shall be transferable to any one or more persons or entities, binding upon and all covenants and agreements hereunder will inure to the benefit of, of the parties hereto and be enforceable by the Company’s their respective successors and assigns. (b) This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of such counterparts shall constitute one instrument. To facilitate execution of this Amendment, the parties may execute and exchange by facsimile or email counterparts of the executed signature pages. (c) This Amendment and the rights of the parties hereunder, including any claim or controversy arising out of or relating to this Amendment, shall be governed by and interpreted in accordance with the laws of the state of California without regard to conflict of law principles that would result in the application of any law other than the law of the State of California. (d) Either party’s failure Each party hereto agrees to enforce any provision execute and deliver such additional documents and do such other acts as may be necessary or appropriate to fully implement the intent of this Agreement will not in any way be construed Amendment, as a waiver of any such provision, nor prevent that party from thereafter enforcing any reasonably requested by the other provision of this Agreement. The rights granted both parties hereunder are cumulative and will not constitute a waiver of either party’s right to assert any other legal remedy available to it. (e) The Employee agrees upon Within ten (10) days after demand by Lessor, and as a condition to the effectiveness of this Amendment, Lessee shall reimburse Lessor for its reasonable attorneys’ and consultants’ fees and expenses in connection with the preparation, negotiation and execution of this Amendment, as well as in connection with Lessor’s consideration and analysis of PDL’s prior request to execute any further assign the Lease to Facet and Lessor’s review and analysis of the information and documents or instruments necessary or desirable submitted by PDL to carry out the purposes or intent of this AgreementLessor in connection therewith (dating back to PDL’s letter to Lessor dated July 18, 2008). (f) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALL, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSE.

General Provisions. (a) This Agreement will shall be governed by the internal substantive laws, but not the choice of law rules rules, of Utah. This Agreement represents the entire agreement between the parties with respect to the issuance of the Shares to the EmployeeDelaware. (b) Any notice, demand or request notice required or permitted to hereunder shall be given by either the Company or the Employee pursuant to the terms of this Agreement will be in writing and will shall be deemed effectively given when delivered personally upon personal delivery or deposited upon deposit in the U.S. mailUnited States Post Office, First Class by registered or certified mail with postage and fees prepaid, and addressed to the parties Participant at his address shown on the Company's records and to the Company at the addresses address of the parties set forth its principal corporate offices (attention: President) or at the end of this Agreement or such other address as a such party may request designate by notifying ten (10) days' advance written notice to the other in writingparty hereto. Any notice to the Escrow Agent shall be sent to the Company’s address with a copy to the other party hereto. (c) The rights of the Company under this Agreement will shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder will shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. The rights and obligations of the Participant under this Agreement may not be assigned; however, such rights and obligations shall inure to the benefit of, and be binding upon, the heirs, executors, administrators of the Participant’s estate. (d) Either party’s failure to enforce any provision of this Agreement will shall not in any way be construed as a waiver of any such provision, nor prevent that party from thereafter enforcing any other provision of this Agreement. The rights granted both parties hereunder are cumulative and will shall not constitute a waiver of either party’s right to assert any other legal remedy available to it. (e) The Employee Participant agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. (f) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALLThe Issued Shares have been awarded to the Participant under the Plan, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIMEa copy of which, WITH OR WITHOUT CAUSEtogether with official prospectus for such Plan, has been previously provided to the Participant. All of the terms, conditions, and other provisions of the Plan are hereby incorporated by reference into this Agreement. If there is any conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan shall govern. The Participant hereby acknowledges such prior receipt of a copy of the Plan and the prospectus for the Plan and agrees to be bound by all the terms and provisions of this Agreement and the Plan (as presently in effect or hereafter amended), rules and regulations adopted from time to time thereunder, and by all decisions and determinations of the Board and the Committee made from time to time thereunder. Captions in this Agreement are for convenience of reference only and shall not be considered in the construction hereof. Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires. Any requirement of time made hereinabove shall be of the essence of this Agreement.

General Provisions. (a) This Any dispute, controversy or claim arising out of or relating to this Agreement will or the Transaction Documents, or the validity, interpretation, breach or termination thereof (a “Dispute”), shall be governed by resolved in accordance with the internal substantive lawsprocedures set forth in this Article VII, but not which shall be the choice sole and exclusive procedures for the resolution of law rules of Utah. This Agreement represents the entire agreement between the parties with respect to the issuance of the Shares to the Employeeany such Dispute unless otherwise specified below. (b) Any noticeAll communications between the parties or their representatives in connection with the attempted resolution of any Dispute, demand shall be deemed to have been delivered in furtherance of a Dispute settlement and shall be exempt from discovery and production, and shall not be admissible in evidence for any reason (whether as an admission or request required otherwise), in any arbitral or permitted to be given by either other proceeding for the Company or resolution of the Employee pursuant Dispute. (c) IN CONNECTION WITH ANY DISPUTE, THE PARTIES EXPRESSLY WAIVE AND FORGO ANY RIGHT TO (I) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY, STATUTORILY ENHANCED OR SIMILAR DAMAGES IN EXCESS OF COMPENSATORY DAMAGES (PROVIDED THAT LIABILITY FOR ANY SUCH DAMAGES WITH RESPECT TO A THIRD PARTY CLAIM SHALL BE CONSIDERED DIRECT DAMAGES), AND (II) TRIAL BY JURY. (d) The specific procedures set forth below, including but not limited to the terms of this Agreement will time limits referenced therein, may be in writing and will be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses modified by agreement of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writing. (ce) The rights All applicable statutes of limitations and defenses based upon the Company under passage of time shall be tolled while the procedures specified in this Agreement will be transferable to any one or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assigns. (d) Either party’s failure to enforce any provision of this Agreement will not in any way be construed as a waiver of any such provision, nor prevent that party from thereafter enforcing any other provision of this AgreementArticle VII are pending. The rights granted both parties hereunder are cumulative and will not constitute a waiver of either party’s right take such action, if any, required to assert any other legal remedy available to it. (e) The Employee agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreementeffectuate such tolling. (f) THE EMPLOYEE ACKNOWLEDGES PARTIES HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY STATE COURT LOCATED WITHIN THE STATE OF TEXAS OVER ANY SUCH DISPUTE AND EACH PARTY HEREBY IRREVOCABLY AGREES THAT THIS AGREEMENT ALL CLAIMS IN RESPECT OF ANY SUCH DISPUTE OR ANY ACTION RELATED THERETO MAY BE HEARD AND DETERMINED IN SUCH COURTS. THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS PARTIES HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH THEY MAY NOW OR IMPLIED PROMISE HEREAFTER HAVE TO THE LAYING OF CONTINUED ENGAGEMENT AS AN EMPLOYEE VENUE OF ANY SUCH DISPUTE BROUGHT IN SUCH COURT OR ANY DEFENSE OF INCONVENIENT FORUM FOR THE MAINTENANCE OF SUCH DISPUTE. EACH OF THE PARTIES AGREES THAT A JUDGMENT IN ANY PERIOD SUCH DISPUTE MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR AT ALLIN ANY OTHER MANNER PROVIDED BY LAW. (g) Notwithstanding anything to the contrary contained in this Article VII, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSEany Dispute relating to Helix’s rights as a stockholder of Cal Dive pursuant to applicable Law or the organizational documents of Cal Dive will not be governed by or subject to the procedures set forth in this Article VII.

General Provisions. (a) This Agreement constitutes the entire agreement between the Company and me relating generally to the same subject matter, replaces any existing agreement entered into by me and the Company relating generally to the same subject matter, and may not be changed or modified, in whole or in part, except by written supplemental agreement signed by me and the Company. I agree that any subsequent change in my duties or compensation will not affect the validity or scope of this Agreement. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will not fail on account thereof but will otherwise remain in full force and effect. If any obligation in this Agreement is held to be too broad to be enforced, it will be construed to be enforceable to the full extent permitted by law. The obligations of this Agreement will continue beyond the termination of my employment and will be binding upon my heirs, executors, assigns, administrators, legal representatives and other successors in interest. This Agreement will inure to the benefit of the Company, its successors, assigns and affiliates. This Agreement will be governed by and construed in accordance with the internal substantive lawslaws of the State of California, but not the choice without giving effect to its conflict of law rules of Utahrules. This Agreement represents the entire agreement between the parties with respect to the issuance may be signed in two counterparts, each of the Shares to the Employee. (b) Any notice, demand or request required or permitted to be given by either the Company or the Employee pursuant to the terms of this Agreement will be in writing and which will be deemed given when delivered personally an original and both of which will constitute one agreement. I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I UNDERSTAND THAT I AM AN AT-WILL EMPLOYEE, AND THAT MY EMPLOYMENT MAY BE TERMINATED AT ANY TIME WITH OR WITHOUT CAUSE AND WITH OR WITHOUT NOTICE. I HAVE COMPLETELY NOTED ON SCHEDULE B TO THIS AGREEMENT ANY PROPRIETARY INFORMATION, IDEAS, PROCESSES, INVENTIONS, TECHNOLOGY, WRITINGS, PROGRAMS, DESIGNS, FORMULAS, DISCOVERIES, PATENTS, COPYRIGHTS, OR TRADEMARKS, OR IMPROVEMENTS, RIGHTS, OR CLAIMS RELATING TO THE FOREGOING, THAT I BELIEVE SHOULD BE EXCLUDED FROM THIS AGREEMENT. I HAVE ALSO NOTED ON SCHEDULE B TO THIS AGREEMENT ANY AGREEMENT OR RELATIONSHIP WITH OR COMMITMENT TO ANY OTHER PERSON OR ENTITY THAT CONFLICTS WITH MY OBLIGATIONS AS AN EMPLOYEE OF THE COMPANY. Date: Sept 17, 2014 H Xxxxx Xxxxx Proprietary Information includes, but is not limited to, any of the following types of information, ideas and materials: any trade secret; technical know-how; information; data; knowledge; idea; design; formula; schematics; instrument; product; machinery; project; equipment; document; file; photograph; computer printout; drawing; manual; sketch or deposited other visual representation; data processing or computer software technique, program or system; biological, chemical, mechanical or other invention; improvement; discovery; composition; process; part of a process; manufacturing technique; book; notebook; paper; compilation of information; record; specification; operating method; patent disclosure or patent application; list or other written record used in the U.S. mail, First Class with postage prepaid, Company’s business; information regarding the Company’s financial condition; employee personnel files and addressed to the parties at the addresses compensation and other terms of employment of the parties set forth at the end Company’s employees and consultants; names and practices of this Agreement any customers or such other address as a party may request by notifying the other in writing. (c) The rights potential customers of the Company under this Agreement will be transferable to any one or more persons or entitiesand its affiliates; names, marketing methods, operating practices and related data regarding the Company’s existing and potential vendors, suppliers, distributors, joint venture partners, and all covenants affiliates; the marketing methods and agreements hereunder will inure plans of the Company and its affiliates, licensors and licensees and related data and prices at which the Company obtains or has obtained, or at which it sells or has sold, its products or services; research, development, manufacturing and sales plans, costs and receipts of the Company; any information of the type described above which the Company has a legal obligation to treat as confidential, or which the benefit ofCompany treats as proprietary or designates as confidential, and be enforceable whether or not owned or developed by the Company’s successors ; and assigns. (d) Either party’s failure to enforce any provision of this Agreement will not in any way be construed as a waiver of any such provision, nor prevent that party from thereafter enforcing any other provision information, ideas or materials relating to the past, present, planned or foreseeable business, products, developments, technology or activities of this Agreement. The rights granted both parties hereunder are cumulative and will not constitute a waiver of either party’s right to assert any other legal remedy available to itthe Company. (e) The Employee agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. (f) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALL, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSE.

General Provisions. (a) This Agreement will be construed and enforced in accordance with and governed by the internal substantive lawslaws of the Province of Alberta, but not without giving effect to the choice of law rules of Utah. This Agreement represents the entire agreement between the parties with respect to the issuance of the Shares to the Employeeany jurisdiction. (b) Any notice, demand or request required or permitted to be given by either the Company or the Employee pursuant to the terms of this Agreement will be in writing and will be deemed given when delivered personally personally, one day after deposit with a recognized international delivery service (such as FedEx), or deposited three days after deposit in the U.S. mail, First Class first class, certified or registered, return receipt requested, with postage prepaid, and in each case addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request designate by notifying the other in writing. (c) The rights and obligations of the Company and the Grantee hereunder will be binding upon, inure to the benefit of and be enforceable against their respective successors and assigns, legal representatives and heirs. In addition, the rights and obligations of the Company under Section 2 of this Agreement will be transferable to any one or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assignsentities as set forth therein. (d) Either party’s failure to enforce any provision or provisions of this Agreement Agreement, except for the exercise by the Company of its Repurchase Option, will not in any way be construed as a waiver of any such provisionprovision or provisions, nor prevent that the party thereafter from thereafter enforcing any each and every other provision of this Agreement. The rights granted both the parties hereunder herein are cumulative and will not constitute a waiver of either any party’s right to assert any all other legal remedy remedies available to itit under the circumstances. (e) The Employee agrees Grantee agrees, upon request request, to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. (f) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALLThis Agreement is not employment or service contract, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSEand nothing in this Agreement creates or will be deemed to create in any way whatsoever any obligation on the part of the Company to continue Grantee’s service. (g) This Agreement expresses the entire understanding with respect to the subject matter hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof. This Agreement may only be amended by a writing signed by both the Grantee and the Company. [Signature Page Follows]

General Provisions. (a) Except as otherwise expressly provided in this Agreement, each party to this Agreement will bear its respective expenses incurred in connection with the preparation, execution, and performance of this Agreement and the transactions contemplated hereby, including all fees and expenses of agents, representatives, counsel, and accountants. In the event of termination of this Agreement, the obligation of each party to pay its own expenses will be subject to any rights of such party arising from a breach of this Agreement by another party. (b) If any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement is not adjudicated in the court in which the Proceeding is originally brought, then, in such event, any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement may be brought against any of the parties in the courts of the State of California, County of Orange, or, if it has or can acquire jurisdiction, in the United States District Court for the judicial district in which Santa Ana, California, lies, and each of the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. Process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere in the world. (c) The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither the failure nor any delay by any party in exercising any right, power, or privilege under this Agreement or the documents referred to in this Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. To the maximum extent permitted by applicable law, (i) no claim or right arising out of this Agreement or the documents referred to in this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other party; (ii) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; and (iii) no notice to or demand on one party will be deemed to be a waiver of any obligation of such party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement. (d) No party may assign any of its rights under this Agreement without the prior consent of the other parties, which will not be unreasonably withheld. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the parties. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the parties to this Agreement and their successors and permitted assigns. (e) If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable. (f) This Agreement will be governed by the internal substantive laws, but not the choice of law rules of Utah. This Agreement represents the entire agreement between the parties with respect to the issuance laws of the Shares State of California without regard to the Employeeconflicts of laws principles. (bg) Any noticeThis Agreement may be executed in one or more counterparts, demand or request required or permitted each of which will be deemed to be given by either the Company or the Employee pursuant to the terms an original copy of this Agreement will be in writing and all of which, when taken together, will be deemed given when delivered personally or deposited in to constitute one and the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writingsame agreement. (c) The rights of the Company under this Agreement will be transferable to any one or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assigns. (d) Either party’s failure to enforce any provision of this Agreement will not in any way be construed as a waiver of any such provision, nor prevent that party from thereafter enforcing any other provision of this Agreement. The rights granted both parties hereunder are cumulative and will not constitute a waiver of either party’s right to assert any other legal remedy available to it. (e) The Employee agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. (f) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALL, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSE.

General Provisions. 9.1 GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL. (a) This THIS MERGER AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF. The parties hereby irrevocably submit to the jurisdiction of the courts of the State of New York and the Federal courts of the United States of America located in the State of New York solely in respect of the interpretation and enforcement of the provisions of this Merger Agreement will and of the documents referred to in this Merger Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be governed brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Merger Agreement or any such document may not be enforced in or by the internal substantive lawssuch courts, but not the choice of law rules of Utah. This Agreement represents the entire agreement between and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a New York State or Federal court. The parties hereby consent to and grant any such court jurisdiction over the issuance person of such parties and over the Shares to subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the Employeemanner provided in Section 9.3 or in such other manner as may be permitted by law shall be valid and sufficient service thereof. (b) Any notice, demand or request required or permitted to be given by either the Company or the Employee pursuant to the terms of this Agreement will be in writing and will be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writing. (c) The rights of the Company under this Agreement will be transferable to any one or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assigns. (d) Either party’s failure to enforce any provision of this Agreement will not in any way be construed as a waiver of any such provision, nor prevent that party from thereafter enforcing any other provision of this Agreement. The rights granted both parties hereunder are cumulative and will not constitute a waiver of either party’s right to assert any other legal remedy available to it. (e) The Employee agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. (f) THE EMPLOYEE EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS MERGER AGREEMENT 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 LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS MERGER AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS BY THIS MERGER AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR IMPLIED PROMISE ATTORNEY OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OTHER PARTY HAS REPRESENTED, EXPRESSLY OR AT ALLOTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS MERGER AGREEMENT BY, AMONG OTHER THINGS, THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSEMUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.1.

General Provisions. (a) This Agreement will If, at any time after the date hereof, either party shall consider or be governed by the internal substantive lawsadvised that any further assignments, but not the choice of law rules of Utah. This Agreement represents the entire agreement between the parties with respect conveyances, certificates, filings, instruments or documents or any other things are necessary or desirable to vest, perfect or confirm in Buyers title to the issuance Transferred Interests, or to consummate any of the Shares transactions contemplated by this Agreement, the other party shall, upon request, promptly execute and deliver all such proper instruments and do all things reasonably necessary and proper to vest, perfect or confirm title in Buyers and to otherwise carry out the Employeepurposes of this Agreement. (b) Any noticeAll representations, demand or request required or permitted to be given warranties and agreements made by either the Company or parties hereto shall survive the Employee pursuant to the terms execution and delivery of this Agreement will be in writing and will be deemed given when delivered personally the Closing Date. No representations or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties warranties are made by any party hereto except as expressly set forth at the end of in this Agreement or such other address as a party may request by notifying the other in writingdocuments required to be delivered hereunder. (c) The rights of the Company under this This Agreement will shall be transferable to any one or more persons or entitiesbinding upon, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by, the parties hereto and their respective personal representatives, heirs, successors and permitted assigns; PROVIDED, HOWEVER, that this Agreement cannot be assigned or amended without the express written consent of each party hereto. No waiver of any breach of any of the terms herein shall be effective unless made in writing, signed by the Company’s successors party against whom enforcement of the waiver is sought, and assigns. (d) Either party’s failure to enforce any provision of this Agreement will not in any way no such waiver shall be construed as a waiver of any such provision, nor prevent subsequent breach of that party from thereafter enforcing term or of any other provision term of this Agreementthe same or different nature. (d) Any notice, request, demand or consent required or permitted to be given hereunder shall be given in writing to the party and his (its) attorney by: (i) registered mail, postage prepaid, return receipt requested; or (ii) in lieu thereof, by prepaid courier service (Federal Express), etc., guaranteeing overnight delivery, provided that the courier service produces a receipt evidencing delivery of the notice to the party to be notified; and (iii) in addition thereto, regular mail addressed to the party for whom intended at the following addresses with a copy to the respective attorneys: For HS or JS: 00 Xxxxx Xxxxxx Xxxxx Xxxxx Xxxx, Xxx Xxxx 00000 Xxxxxxx X. Xxxxxx, Esq. The rights granted both parties hereunder are cumulative and will not constitute a waiver of either party’s right to assert any other legal remedy available to it.Carb, Luria, Glassner, Xxxx x Xxxxxx LLP 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 For PM or CM: 00 Xxxxxxxx Xxxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Xxxxxx X. Xxxxxxxxxx, Esq. Xxxxxxx, Xxxxxxxxx LLP 0 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 For FLP or Multiplex: c/o Multiplex Electrical Services, Inc. 00 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Xxxxxx, Secretary/Treasurer Xxxxxx X. Xxxxxxxxxx, Esq. Xxxxxxx, Xxxxxxxxx LLP 0 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 (e) The Employee agrees upon request This Agreement sets forth the entire understanding of the parties with respect to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreementsubject matter hereof. (f) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALLThis Agreement may be executed in counterpart copies and each of which shall be an original but all of which shall constitute a single instrument. (g) The provisions and covenants set forth in this Agreement are for the benefit of the parties to this Agreement(and the Indemnified Parties and releasees set forth in Section 7) and not for the benefit of any creditor or other person, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIMEand no creditor or other person shall have any right to enforce the provisions and covenants against any party hereto. (h) This Agreement shall be construed and governed by the laws of the State of New York. Each party hereto for himself, WITH OR WITHOUT CAUSEitself and his or its heirs, personal representatives, successors and assigns, hereby consents to personal jurisdiction over him, it and them in the courts of the State of New York and of any federal court located in such state in connection with any action or proceeding arising out of or related to this Agreement. Each party hereto for himself, itself and his or its heirs, personal representatives, successors and assigns agrees that service of process upon it or them may be made in any manner permitted by the laws of the State of New York. (i) If any provision of this Agreement shall be invalid or unenforceable, in whole or in part, or as to any jurisdiction, such provision shall be deemed to be modified or restricted to the extent and in the manner necessary to render the same valid and enforceable, or shall be deemed excised from this Agreement, as the case may require, and this Agreement shall be construed and enforced to the maximum extent permitted by law as if such provision had been originally incorporated herein as so modified or restricted, or as if such provision had not been originally incorporated herein, as the case may be.

General Provisions. (a) This Agreement will shall be governed by the internal substantive laws, but not laws of the choice State of law rules of UtahCalifornia. This Agreement represents the entire agreement between the parties with respect to the issuance purchase of Common Stock by the Purchaser, may only be modified or amended in writing signed by both parties and satisfies all of the Shares Company’s obligations to the EmployeePurchaser with regard to the issuance or sale of securities. (b) Any notice, demand or request required or permitted to be given by either the Company or the Employee Purchaser pursuant to the terms of this Agreement will shall be in writing and will shall be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writing. (c) The rights and benefits of the Company under this Agreement will shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder will shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. The rights and obligations of the Purchaser under this Agreement may only be assigned with the prior written consent of the Company. (d) Either party’s failure to enforce any provision or provisions of this Agreement will shall not in any way be construed as a waiver of any such provisionprovision or provisions, nor prevent that party thereafter from thereafter enforcing any each and every other provision of this Agreement. The rights granted both parties hereunder herein are cumulative and will shall not constitute a waiver of either party’s right to assert any all other legal remedy remedies available to itit under the circumstances. (e) The Employee Purchaser agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement., including, without limitation, a consent of spouse in substantially the form attached hereto as Exhibit C. (f) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALLThe Purchaser understands that he (and not the Company) shall be responsible for his own federal, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIMEstate, WITH OR WITHOUT CAUSElocal or foreign tax liability and any of the other tax consequences that may arise as a result of the transactions contemplated by this Agreement. The Purchaser shall rely solely on the determinations of his tax advisors or his own determinations, and not on any statements or representations by the Company or any of its agents, with regard to all such tax matters. The Purchaser shall notify the Company in writing if the Purchaser files an election, in substantially the form attached hereto as Exhibit D, pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, with the Internal Revenue Service within thirty (30) days from the date of the sale of the Shares hereunder. The Company intends, in the event it does not receive from the Purchaser evidence of such filing, to claim a tax deduction for any amount which would be taxable to the Purchaser in the absence of such an election. Nothing herein is intended or written to be used, and cannot be used, for the purposes of avoiding taxpayer penalties.

General Provisions. (a) This Agreement will shall be governed as to its validity, interpretation, and effect by the internal substantive laws of the state of domicile of the Insurer as set forth on Schedule A without giving effect to principles of conflicts of laws. (b) This Agreement, but not the choice of law rules of Utah. This Agreement represents including each Schedule, Exhibit, and Addendum to this Agreement, contains the entire understanding and agreement between among the parties with respect to the issuance its subject matter and with respect to sales of the Shares Products, and supersedes all prior and contemporaneous discussions, agreements, and understandings. Producer and Company hereby acknowledge that they have not relied upon any representations other than the representations expressly contained within this Agreement. This Agreement may be amended, assigned and/or supplemented (“Amended”) by mutual written consent signed by the parties to this Agreement. In addition, this Agreement also may be Amended by the Company at any time by providing a written copy of such Amendment to Broker Dealer and Agency. In the absence of written objection to the Employee. Amendment within fifteen (b15) Any noticedays after notification is sent, demand or request required or permitted to be given continued performance by either Broker Dealer and Agency under the Company or the Employee pursuant to the terms Agreement shall constitute acceptance of this Agreement will be in writing and will be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or any such other address as a party may request by notifying the other in writingAmendment. (c) The rights of the Company under this This Agreement will be transferable to any one or more persons or entities, and all covenants and agreements hereunder will shall inure to the benefit of, of and be enforceable by binding upon the Company’s parties hereto and their respective successors and and, to the extent permissible hereunder, assigns. (d) Either Nothing in this Agreement, nor any acts of the parties hereto, shall be deemed or construed by the parties hereto, or any of them, or any third party’s failure , to enforce create the relationship of employer and employee, or a partnership or joint venture, or, except to the extent expressly provided herein, principal and agent, between Company and Producer. (e) Any notice required to be given by one party to another shall be (i) personally delivered or (ii) mailed by registered or certified mail, postage prepaid, if to Insurer or Underwriter, to the addresses set forth on Schedule A, with a copy at the same address to Division General Counsel; if to Broker Dealer or Agency and/or Producer by the Company under section 13(b) above, by telefax or other electronic means and if to Producer, at the addresses set forth on Schedule A; or such different addresses as set forth in a written notice from one party to the other in compliance with this subsection. All such notices shall be deemed delivered when so mailed or hand-delivered. Alternatively, such notices shall be deemed delivered by timely transmission of the writing, delivery charges prepaid, to a third-party company or governmental entity providing delivery services in the ordinary course of business which guarantees delivery to the other party on the next business day. (f) In the event any term, phrase, clause, paragraph, restriction, covenant, or agreement contained in this Agreement or the attached Exhibits, Schedules, or Addenda shall be held to be invalid or unenforceable by a court of competent jurisdiction, the same shall be severable and shall not defeat or impair the remaining provisions thereof. (g) A waiver by any party of the breach of any provision of this Agreement will by another party shall not in any way operate or be construed as a waiver of any such provision, nor prevent that other or subsequent breach by any party. (h) Each party from thereafter enforcing any agrees to cooperate fully with each other provision in the resolution of all matters arising out of the business of this Agreement. The rights granted both parties hereunder agree that this Agreement involves “commerce” within the meaning of the Federal Arbitration Act, 9 U.S.C. Sec.1 et seq., and that any dispute between the parties arising out of or related to this Agreement will be resolved by binding arbitration in accordance with this Section and Commercial Dispute Resolution Procedures of the American Arbitration Association. The arbitration will take place in the city in which the Insurer has its principal address as set forth on Schedule A, unless we mutually agree to another location. The arbitration will be determined by one neutral arbitrator as agreed upon by each party. If the parties fail to appoint an arbitrator on a timely basis or are cumulative unable to agree on the choice of an arbitrator on a timely basis, any one of the parties may apply to the American Arbitration Association to appoint the additional arbitrator or arbitrators to sit and hear the arbitration. The arbitrator’s decision will not constitute be binding on the parties and the decision will be final with no right of appeal. The award of the arbitrator may be entered as a waiver final judgment in any court which has jurisdiction thereof. The cost of either party’s arbitration, including the fees of the arbitrator, will be borne by the party or parties as the arbitrator decides. Each party hereto hereby waives the right to assert any a trial by either a jury or (i) The masculine, feminine or neuter pronouns used in this Agreement shall be interpreted without regard to gender and the use of the singular or plural shall be deemed to include the other legal remedy available to itwhenever the context so requires. (ej) The Employee agrees upon request to execute any further documents or instruments necessary or desirable to carry out the For purposes or intent of this Agreement, a document (or signature page thereto) signed and transmitted by facsimile machine or telecopier is to be treated as an original document. (fk) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALLThis Agreement may be executed by the parties hereto on any number of separate counterparts, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIMEand all such counterparts so executed constitute one agreement binding on all parties hereto. (l) This Agreement may be executed by the parties hereto on any number of separate counterparts, WITH OR WITHOUT CAUSEand all such counterparts so executed constitute one agreement binding on all parties hereto.

General Provisions. (a) This Agreement will shall be governed by the internal substantive laws, but not the choice of law rules of UtahTexas. This Agreement Agreement, subject to the terms and conditions of the Plan, represents the entire agreement between the parties with respect to the issuance purchase of the Shares by the Purchaser. Subject to Section 15(c) of the EmployeePlan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Agreement, the terms and conditions of the Plan shall prevail. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement. (b) Any notice, demand or request required or permitted to be given by either the Company or the Employee Purchaser pursuant to the terms of this Agreement will shall be in writing and will shall be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writing. (c) The rights of the Company under may assign this Agreement will be transferable to any one or more persons or entities, entities without the Purchaser’s consent and all covenants and agreements hereunder will this Agreement shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. The rights and obligations of the Purchaser under this Agreement may only be assigned with the prior written consent of the Company. (d) Either party’s failure to enforce any provision of this Agreement will shall not in any way be construed as a waiver of any such provision, nor prevent that party from thereafter enforcing any other provision of this Agreement. The rights granted both parties hereunder are cumulative and will shall not constitute a waiver of either party’s right to assert any other legal remedy available to it. (e) The Employee Purchaser agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. (f) THE EMPLOYEE PURCHASER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE A SERVICE PROVIDER FOR ANY PERIOD PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH EMPLOYEEPURCHASER’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEEPURCHASER’S EMPLOYMENT WITH THE COMPANY RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

General Provisions. (a) This Agreement All rights and remedies hereunder will be cumulative and not alternative, and this Agreement shall be construed and governed by the internal substantive laws, but not Jaws of the choice State of law rules of Utah. California. (b) This Agreement represents may be amended only by written agreement signed by both parties. (c) Sponsor and the Institute agree to conduct the Research Program in accordance with all applicable Federal, State and local laws and regulations, as well as applicable regulations of the Institute. (d) It is expressly agreed by the parties hereto that the Institute and Sponsor are independent contractors and nothing in this Agreement is intended to create an employer relationship, joint venture, or partnership between the parties. Neither party has the authority to bind the other. (e) This Agreement and its appendices and/or attachments constitute the entire agreement between the parties with respect to the issuance of subject matter hereof and supersedes all proposal, negotiations and other communications between the Shares parties, whether written or oral, with respect to the Employee. (b) Any notice, demand or request required or permitted to be given by either the Company or the Employee pursuant to the terms of this Agreement will be in writing and will be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writing. (c) The rights of the Company under this Agreement will be transferable to any one or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assigns. (d) Either party’s failure to enforce any provision of this Agreement will not in any way be construed as a waiver of any such provision, nor prevent that party from thereafter enforcing any other provision of this Agreement. The rights granted both parties hereunder are cumulative and will not constitute a waiver of either party’s right to assert any other legal remedy available to it. (e) The Employee agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreementsubject matter hereof. (f) THE EMPLOYEE ACKNOWLEDGES If any provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be impaired thereby. (g) MATERIALS, RESEARCH, DATA AND AGREES THAT RESULTS PROVIDED BY INSTITUTE UNDER THIS AGREEMENT AND ARE PROVIDED “AS IS”. THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN INSTITUTE MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED PROMISE WARRANTY OF CONTINUED ENGAGEMENT AS AN EMPLOYEE MERCHANTABILITY OR ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY PATENT, TRADEMARK, SOFTWARE, TRADE SECRET, TANGIBLE RESEARCH PROPERTY, INFORMATION OR DATA’ LICENSED OR OTHERWISE PROVIDED TO SPONSOR HEREUNDER AND HEREBY DISCLAIMS THE SAME. THE INSTITUTE SHALL NOT BE LIABLE FOR ANY PERIOD INDIRECT, CONSEQUENTIAL OR AT ALLOTHER DAMAGES SUFFERED BY ANY LICENSEE OR OTHERS RESULTING FROM USE OF THE RESEARCH OR ANY SUCH INVENTION OR PRODUCT, AND EXCEPT TO THE EXTENT RESULTING FROM INSTITUTE’S NEGLIGENCE OR WILLFUL MISCONDUCT. TN NO EVENT SHALL NOT INTERFERE WITH EMPLOYEEINSTITUTE’S RIGHT OR TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH AMOUNT PAID BY SPONSOR FOR THE COMPANY AT ANY TIMERESEARCH PROGRAM. (h) This Agreement may be executed in any number of counterparts, WITH OR WITHOUT CAUSEeach of which shall be deemed an original as against the party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument.

General Provisions. (a) This Agreement will shall be governed by the internal substantive laws, but not the choice of law rules rules, of Utah. This Agreement represents the entire agreement between the parties with respect to the issuance of the Shares to the EmployeeDelaware. (b) Any notice, demand or request notice required or permitted to hereunder shall be given by either the Company or the Employee pursuant to the terms of this Agreement will be in writing and will shall be deemed effectively given when delivered personally upon personal delivery or deposited upon deposit in the U.S. mailUnited States Post Office, First Class by registered or certified mail with postage and fees prepaid, and addressed to the parties Participant at his address shown on the Company's records and to the Company at the addresses address of the parties set forth its principal corporate offices (attention: President) or at the end of this Agreement or such other address as a such party may request designate by notifying ten (10) days' advance written notice to the other in writingparty hereto. Any notice to the Escrow Agent shall be sent to the Company’s address with a copy to the other party hereto. (c) The rights of the Company under this Agreement will shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder will shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. The rights and obligations of the Participant under this Agreement may not be assigned; however, such rights and obligations shall inure to the benefit of, and be binding upon, the heirs, executors, administrators of the Participant’s estate. (d) Either party’s failure to enforce any provision of this Agreement will shall not in any way be construed as a waiver of any such provision, nor prevent that party from thereafter enforcing any other provision of this Agreement. The rights granted both parties hereunder are cumulative and will shall not constitute a waiver of either party’s right to assert any other legal remedy available to it. (e) The Employee Participant agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. (f) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALLThe Issued Shares have been awarded to the Participant under the Plan, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIMEa copy of which, WITH OR WITHOUT CAUSEtogether with official prospectus for such Plan, has been previously provided to the Participant. All of the terms, conditions, and other provisions of the Plan are hereby incorporated by reference into this Agreement. If there is any conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan shall govern. The Participant hereby acknowledges such prior receipt of a copy of the Plan and the prospectus for the Plan and agrees to be bound by all the terms and provisions of this Agreement and the Plan (as presently in effect or hereafter amended), rules and regulations adopted from time to time thereunder, and by all decisions and determinations of the Board and the Committee made from time to time thereunder. (g) Captions in this Agreement are for convenience of reference only and shall not be considered in the construction hereof. Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires. Any requirement of time made hereinabove shall be of the essence of this Agreement. (h) The Participant agrees to take any action the Company reasonably deems necessary in order to comply with federal and state laws, or the rules and regulations of the National Association of Securities Dealers, Inc. (the “NASD”) or any stock exchange or quotation system, or any other obligation of the Company or the Participant relating to the Issued Shares or this Agreement. (i) This Agreement shall be binding upon the heirs, executors, administrators, and successors of the parties. This Agreement and the Plan constitute the entire agreement between the parties with respect to the Issued Shares, and supersede any prior agreements or documents with respect thereto. No amendment, alteration, suspension, discontinuation, or termination of this Agreement, which may impose any additional obligation upon the Company or materially impair the rights of the Participant with respect to the Issued Shares, shall be valid unless in each instance such amendment, alteration, suspension, discontinuation, or termination is expressed in a written instrument duly executed in the name and on behalf of the Company and by the Participant.

General Provisions. (a) This Agreement will be governed by and the internal substantive lawscovenants, but not the choice of law rules of Utah. This Agreement represents the entire agreement between the parties with respect representations, warranties and releases contained herein shall inure to the issuance benefit of the Shares to the Employeeand be binding upon Executive and Company and each of their respective successors, heirs, assigns, agents, affiliates, parents, subsidiaries and representatives. (b) Any notice, demand or request required or permitted Each party acknowledges that no one has made any representation whatsoever not contained herein concerning the subject matter hereof to be given by either induce the Company or the Employee pursuant to the terms execution of this Agreement will be in writing and will be deemed given when delivered personally or deposited in Agreement. Executive acknowledges that the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end of consideration for signing this Agreement or such other address as is a party may request by notifying the other in writingbenefit to which Executive would not have been entitled had Executive not signed this Agreement. (c) The rights of Except in the event that Company under publicly files this Agreement will or otherwise publicly discloses its terms and conditions, Executive agrees that the terms and conditions of this Agreement, including the consideration hereunder shall not be transferable disclosed to anyone and shall remain confidential and not disseminated to any one person or more persons entity not a party to this Agreement except to family members, legal counsel, an accountant for purposes of securing tax advice; the Internal Revenue Service, or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assignsstate taxing agencies. (d) Either party’s failure to enforce any provision The “Effective Date” of this Agreement will not in any way shall be construed as a waiver the eighth (8th) day after the execution of any such provision, nor prevent that party from thereafter enforcing any other provision of this Agreement. The rights granted both parties hereunder are cumulative and will not constitute a waiver of either party’s right to assert any other legal remedy available to itthe Agreement by Executive. (e) The Employee agrees upon request to execute This Agreement does not constitute an admission of any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreementliability. (f) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALLThe parties hereto and each of them agrees and acknowledges that if any portion of this Agreement is declared invalid or unenforceable by a final judgment of any court of competent jurisdiction, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIMEsuch determination shall not affect the balance of this Agreement, WITH OR WITHOUT CAUSEwhich shall remain in full force and effect. Any such invalid portion shall be deemed severable. (g) Neither this Agreement nor any provision hereof may be modified or waived in any way except by an agreement in writing signed by each of the parties hereto consenting to such modification or waiver. (h) Except for the Severance Agreement, the other agreements specified herein and other than as expressly provided herein, the parties hereto acknowledge and agree that this Agreement supercedes all prior agreements or other arrangements by and between Company and Executive with respect to compensation and benefits payable by Company to Executive, including all of Company’s payment obligations for compensation set forth in any employment agreement between the parties, and that such prior agreements or arrangements with respect to compensation and benefits payable by Company to Executive shall upon the execution and delivery hereof by the parties hereto be null and void and of no force and effect whatsoever. This Agreement shall in all respects be interpreted, enforced and governed under the internal laws (and not the conflicts of laws and rules) of Delaware.

General Provisions. (a) This Agreement will be governed by the internal substantive laws, but not the choice of law rules of UtahDelaware. This Agreement represents the entire agreement between the parties with respect to the issuance of the Shares to the EmployeeVice President. (b) Any notice, demand or request required or permitted to be given by either the Company or the Employee Vice President pursuant to the terms of this Agreement will be in writing and will be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writing. (c) The rights of the Company under this Agreement will be transferable to any one or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assigns. (d) Either party’s failure to enforce any provision of this Agreement will not in any way be construed as a waiver of any such provision, nor prevent that party from thereafter enforcing any other provision of this Agreement. The rights granted both parties hereunder are cumulative and will not constitute a waiver of either party’s right to assert any other legal remedy available to it. (e) The Employee Vice President agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. (f) THE EMPLOYEE VICE PRESIDENT ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE VICE PRESIDENT FOR ANY PERIOD OR AT ALL, AND SHALL NOT INTERFERE WITH EMPLOYEEVICE PRESIDENT’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEEVICE PRESIDENT’S EMPLOYMENT WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSE.

General Provisions. (a) This Agreement will shall be governed by the internal substantive lawslaws of the State of New York, but not the choice without giving effect to conflicts of law rules principles. Each of Utahthe parties hereto irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or federal court of the United States sitting in the Borough of Manhattan, New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. A final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any New York State or federal court located in the Borough of Manhattan. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of inconvenient forum to the maintenance of such action or proceeding in any such court. This Agreement represents the entire final agreement between of the parties with respect to the issuance of the Shares subject matter hereof and supersedes all prior and contemporaneous understandings and agreements with respect to the Employee. (b) Any notice, demand or request required or permitted to be given by either the Company or the Employee pursuant to the terms such subject matter. No provision of this Agreement will may be in amended or waived except by a writing and will be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to signed by the parties at the addresses of the parties set forth at the end of this hereto. This Agreement or such other address as a party may request by notifying the other in writing. (c) The rights of the Company under this Agreement will be transferable to any one or more persons or entities, shall bind and all covenants and agreements hereunder will inure to the benefit of the respective successors and permitted assigns of each of the parties; provided, however, that Seller may not assign any of its rights hereunder without Buyer’s prior written consent, given in its sole discretion. Buyer shall have the right to sell, transfer, assign, negotiate, or grant participations in all or any part of, or any interest in, Buyer’s rights, obligations and benefits hereunder; provided, that, at all times prior to an Event of Termination, Buyer shall provide Seller at least 30 days’ notice prior to any sale, transfer or assignment of Buyer’s obligations under this Agreement, such sale, transfer or assignment shall be enforceable only to an Eligible Assignee and shall be subject to the prior consent of Seller, such consent to be provided in a timely fashion and not unreasonably withheld; and provided, further, that an assignment by Buyer to an Affiliate of Buyer shall not be subject to such prior notice and consent provisions. Subject to the Company’s successors notice and assigns. (d) Either party’s failure consent provisions set forth above, from and after the effective date of any sale, transfer or assignment , the assignee thereunder shall be a party to enforce any this Agreement and, to the extent of the interest assigned thereunder, shall have the rights, duties and obligations of a Buyer under this Agreement, the Performance Undertaking and related documents, and the assigning Buyer thereunder, to the extent of the interest so assigned, shall be released from its obligations under this Agreement and the other documents relating hereto. Each provision of this Agreement will not shall be severable from every other provision hereof for the purpose of determining the legal enforceability of any specific provision. This Agreement may be executed in any way number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be construed as a waiver deemed to be an original, and all of any such provisionwhich, nor prevent that party from thereafter enforcing any other provision of this Agreementwhen taken together, shall constitute but one and the same agreement. The rights granted both parties hereunder are cumulative and will not constitute a waiver of either party’s right to assert any other legal remedy available to it. (e) The Employee agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. (f) THE EMPLOYEE ACKNOWLEDGES BUYER AND AGREES SELLER IRREVOCABLY WAIVE ANY RIGHT THAT THIS AGREEMENT AND EITHER MAY HAVE TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALL, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSESTATUTORY CLAIMS.

General Provisions. (a) This Agreement will shall be governed by the internal substantive laws, but not the choice of law rules of Utah. This Agreement represents the entire agreement between the parties with respect to the issuance laws of the Shares State of California (without regard to the Employeeprinciples of conflict of laws). (b) Any notice, demand or request required or permitted to be given by either the Company or the Employee pursuant to the terms of this Agreement will shall be in writing and will shall be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at such addresses as have been previously furnished by the addresses of the parties set forth at the end of this Agreement Parties or such other address as a party Party may request by notifying the other in writing. (c) The rights and obligations of the Company Employee under this Agreement will may not be transferable to any one transferred or more persons or entities, and all covenants and agreements hereunder will inure to assigned without the benefit of, and be enforceable by prior written consent of the Company’s successors and assigns. (d) Either partyThis Agreement is meant to supplement the terms of stock option agreement(s) or other agreement(s) pursuant to which Employee acquired the Options, as well as any written employment agreement between the Company and Employee. To the extent that the terms and conditions of this Agreement are inconsistent with those found in such stock option agreement(s) or other agreement(s) (employment or otherwise), the terms and conditions of this Agreement shall be controlling. (e) Any Party’s failure to enforce any provision or provisions of this Agreement will shall not in any way be construed as a waiver of any such provisionprovision or provisions, nor prevent that party any Party from thereafter enforcing any each and every other provision of this Agreement. The rights granted both parties hereunder the Parties herein are cumulative and will shall not constitute a waiver of either partyany Party’s right to assert any all other legal remedy remedies available to itit under the circumstances. (ef) The Employee agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. (fg) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALLIn case any provision of this Agreement shall be invalid, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIMEillegal or unenforceable, WITH OR WITHOUT CAUSEthe validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. (h) This Agreement, in whole or in part, may be modified, waived or amended upon the written consent of the Company and Employee. (i) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one instrument. In Witness Whereof, the undersigned have set their hand as of the date first above written. /s/ Hxxxx X. Jxxxx Xxxxx I. Xxxxx /s/ Dxxx Xxxxxxxxxxx Dxxx Xxxxxxxxxxx,

General Provisions. (a) This Agreement will be governed by Subject to the internal substantive lawsprior optional redemption of this Debenture pursuant to Section 6 hereof, but not the choice mandatory redemption of law rules this Debenture pursuant to Section 7 or the conversion of Utah. This Agreement represents this Debenture pursuant to Section 8 hereof, the Company agrees to repay the entire agreement between amount of this Debenture in one lump sum on the parties with respect to the issuance of the Shares to the EmployeeMaturity Date. (b) Any noticeAll payments by the Company hereunder and under the Debenture Purchase Agreement shall be made to the Purchaser at the Purchaser's principal office on or before 1:00 P.M., demand or request Pacific Standard Time, on the due date thereof in lawful money of the United States in immediately available funds. If any such payment is required or permitted to be given by either made on a day, which is not a Business Day, such payment may be made on the next succeeding Business Day and such extension of time shall be included in the computation of interest with respect thereto. All such payments shall be made respective of, and without giving effect to, any right of setoff, counterclaim or deduction, which the Company or the Employee pursuant to the terms of this Agreement will be in writing and will be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writinghave. (c) The rights Notwithstanding any other term or condition of this Debenture, in the event that it becomes unlawful for the Purchaser to maintain this Debenture hereunder, then the Purchaser shall promptly notify the Company under thereof and the Company shall, within fifteen (15) Business Days of such notice, prepay this Agreement will be transferable to any one or more persons or entitiesDebenture, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assignswithout penalty. (d) Either party’s failure In addition to enforce any provision rights now or hereafter granted under applicable law or otherwise, and not by way of this Agreement will not in any way be construed as a waiver limitation of any such provisionrights, nor prevent that party upon the occurrence and during the continuance of any Event of Default, the Purchaser is hereby authorized at any time or from thereafter enforcing time to time, without demand, protest or other notice of any kind to the Company or to any other provision Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all amounts at any time held or owing by the Purchaser to or for the credit or the account of the Company against and on account of the obligations of the Company to the Purchaser under this Debenture or under the Debenture Purchase Agreement. The rights granted both parties , and all other claims of any nature or description arising out of or connected with this Debenture or the Debenture Purchase Agreement, irrespective of whether or not the Purchaser shall have made any demand hereunder are cumulative and will not constitute a waiver although said obligations, liabilities or claims, or any of either party’s right to assert any other legal remedy available to itthem, shall be contingent or unmatured. (e) The Employee agrees upon request Purchaser shall not be under any obligation to execute marshal any further documents assets in favor of the Company or instruments necessary any other party or desirable against or in payment of any or all of the Obligations. To the extent the Purchaser receives any payment by or on behalf of the Company, which payment or any part thereof is subsequently invalidated, declared to carry out be fraudulent or preferential, set aside or required to be repaid to the purposes Company or intent its estate, trustee, receiver, custodian or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of this Agreementsuch payment or repayment, the obligation or part thereof which has been paid, reduced or satisfied by the amount so repaid shall be reinstated by the amount so repaid and shall be included within the liabilities of the Company to the Purchaser as of the date such initial payment, reduction or satisfaction occurred. (f) Except as otherwise expressly provided herein, all notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by telecopy), and shall be deemed to have been duly given or made when delivered by hand, or five (5) days after being deposited in the United States mail, postage prepaid, or, in the case of telecopy notice, when sent, or, in the case of a nationally recognized overnight courier service, one (1) Business Day after delivery to such courier service, addressed, in the case of each party hereto, at its address specified opposite its signature below, or to such other address as may be designated by any party in a written notice to the other parties hereto. (g) This provisions of this Debenture shall be binding upon and inure to the benefit of the Company and the Purchaser, and their respective transferees, successors and assigns, except that neither party shall have the right to assign or transfer any right or interest herein or hereunder to a transferee other than an Affiliate of Purchaser or the Company without the other party's prior written consent. (h) No failure or delay on the part of the Purchaser in exercising any right, power or privilege hereunder or under the Debenture Purchase Agreement and no course of dealing between the Company and the Purchaser or the holder of this Debenture shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or under the Debenture Purchase Agreement preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder or thereunder. The rights and remedies herein expressly provided are cumulative and not exclusive of any rights or remedies, which the Purchaser or the holder of this Debenture would otherwise have. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Purchaser or the holder of this Debenture to any other or further action in any circumstances without notice or demand. (i) This Debenture and the Debenture Purchase Agreement and the rights and obligations of the parties hereunder and thereunder shall be construed and controlled by the laws of the State of Washington, and each party consents to exclusive jurisdiction and venue in the federal courts sitting in King County, Washington, unless no federal subject matter jurisdiction exists, in which case each party consents to exclusive jurisdiction and venue in the Superior Court of King County, Washington. Each party waives all defenses of lack of personal jurisdiction and forum non-conveniens. Process may be served on either party in the manner authorized by applicable law or court rule. In any action to enforce any right or remedy under this Debenture or the Debenture Purchase Agreement or to interpret any provision of such agreements, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs and other expenses. (j) The headings of the sections, subsections, and paragraphs of this Debenture have been added for convenience only and shall not be deemed to be a part of this Debenture. (k) If any term, provision, covenant or restriction of this Debenture is held by a board of arbitration or a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of those that may be hereafter declared invalid, illegal, void or unenforceable. (l) Except as otherwise expressly set forth in this Debenture, any term of this Debenture may be amended and the observance of any term of this Debenture may be waived (either generally or in a particular instance and either retroactively or prospectively), with the written consent of the Company and the Purchaser. Any amendment or waiver effected in accordance with this Section shall be binding upon the Company and Purchaser. No waivers of or exceptions to any term, condition or provision of this Debenture, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. (m) ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW. [The remainder of this page intentionally left blank.] SIGNATURE PAGE TO THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE SENIOR REDEEMABLE CONVERTIBLE DEBENTURE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALL, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSE.IMMERSION CORPORATION

General Provisions. (a) This Agreement will shall be governed by the internal substantive laws, but not the choice of law rules rules, of Utah. This Agreement represents the entire agreement between the parties with respect to the issuance of the Shares to the EmployeeDelaware. (b) If any provision of this Agreement is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions hereof, but such provision shall be fully c) Any notice, demand or request notice required or permitted to hereunder shall be given by either the Company or the Employee pursuant to the terms of this Agreement will be in writing and will shall be deemed effectively given when delivered personally upon personal delivery or deposited upon deposit in the U.S. mailUnited States Post Office, First Class by registered or certified mail with postage and fees prepaid, and addressed to the parties Participant at his address shown on the Company's employment records and to the Company at the addresses address of the parties set forth its principal corporate offices (attention: President) or at the end of this Agreement or such other address as a such party may request designate by notifying ten (10) days' advance written notice to the other in writingparty hereto. (ci) Any notice to the Escrow Agent shall be sent to the Company’s address with a copy to the other party hereto. d) The rights of the Company under this Agreement will shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder will shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. The rights and obligations of the Participant under this Agreement may not be assigned; however, such rights and obligations shall inure to the benefit of, and be binding upon, the heirs, executors, or administrators of the Participant’s estate. (de) Either party’s failure to enforce any provision of this Agreement will shall not in any way be construed as a waiver of any such provision, nor prevent that party from thereafter enforcing any other provision of this Agreement. The rights granted both parties hereunder are cumulative and will shall not constitute a waiver of either party’s right to assert any other legal remedy available to it. (ef) The Employee Participant agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. g) The Award has been granted to the Participant under the Plan, a copy of which has been previously provided to the Participant. All of the terms, conditions, and other provisions of the Plan are hereby incorporated by reference into this Agreement. If there is any conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan shall govern. The Participant hereby acknowledges such prior receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof (fas presently in effect or hereafter amended), rules and regulations adopted from time to time thereunder, and by all decisions and determinations of the Board and the Committee made from time to time thereunder. h) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALLThis Award shall be subject to any clawback or other recovery policy maintained by the Company and its subsidiaries, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIMEincluding, WITH OR WITHOUT CAUSEwithout limitation, any clawback policies required by the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, the Xxxxxxxx-Xxxxx Act of 2002, or any other applicable law. The Company may seek recovery of an Award to the fullest extent required by any such clawback policy. i) The amounts payable pursuant to this Award are intended to comply with the short term deferral exception to Section 409A of the Code, set forth in Treasury Regulation § 1.409A-1(b)(4), or are intended to be exempt from Section 409A of the Code, and this Agreement shall be interpreted accordingly. However, to the extent that a Participant is a “specified employee” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Code as of the Participant’s date of a separation from service (which, for purposes of this Agreement, shall have the meaning given such phrase within Section 409A of the Code) no amount that may constitute a deferral of compensation and is not otherwise exempt from Section 409A of the Code which is payable on account of the Participant’s separation from service shall be paid to the Participant before the date (the “Delayed Payment Date”) which is first day of the seventh month after the Participant’s date of termination or, if earlier, the date of the Participant’s death following such date of termination. All such amounts that would, but for this paragraph, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date. No interest will be paid by the Company with respect to any such delayed payments. For purposes of Section 409A of the Code, each payment or amount due under this Plan shall be considered a separate payment. j) Captions in this Agreement are for convenience of reference only and shall not be considered in the construction hereof. Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires. Any requirement of time made hereinabove shall be of the essence of this Agreement. k) This Agreement shall be binding upon the heirs, executors, administrators, and successors of the parties. This Agreement and the Plan constitute the entire agreement between the parties with respect to the Award, and supersede any prior agreements or documents with respect thereto. No amendment, alteration, suspension, discontinuation, or termination of this Agreement, which may impose any additional obligation upon the Company or materially impair the rights of Employee with respect to the Award, shall be valid unless in each instance such amendment, alteration, suspension, discontinuation, or termination is expressed in a written instrument duly executed in the name and on behalf of the Company and by the Participant. l) In the event of any conflict or inconsistency between the terms of this Agreement and the terms of an employment agreement between Participant and the Company, the terms of which have been approved by the Committee or the Board, the terms contained in such employment agreement shall govern and control.

General Provisions. (a) This Every provision of this Agreement will by which the “Owner” is obligated in any way, or where the “Township” performs an obligation of the “Owner”, shall be governed deemed to include the words, “at the sole expense of the “Owner”, unless otherwise expressly stated. The cost of any work done by the internal substantive laws, but not the choice of law rules of Utah. This “Township’ which is identified in this Agreement represents the entire agreement between the parties with respect to the issuance as an obligation of the Shares “Owner” shall be calculated by the “Township”, and in addition to such costs the Employee“Township” may add the further costs specified in Paragraph 7 of this Agreement. (b) Any noticeThe “Owner” agrees to maintain the works and facilities provided on the site and off-site pursuant to this Agreement, demand or request required or permitted to the satisfaction of the “Township” and at the sole risk and expense of the “Owner”. The “Owner understands that in default of the “Owner” maintaining any and all of the Works and facilities, the “Township” may, after thirty (30) days’ written notice by the “Township” to the “Owner, specifying with reasonable particularity the nature of such default a and requiring the same to be given by either remedied, enter on the Company or subject property to remedy the Employee default at the expense of the “Owner”. The provisions of Section 446 of the Xxxxxxxxx Xxx 0000, S.O. 2001, c. 25, shall apply. The responsibilities of the “Owner” pursuant to this paragraph are in addition to, and not in derogation of, the responsibilities of the “Owner” to fully comply with all Township By-Laws. (c) The “Owner” covenants and agrees that if they sell the lands described herein, the deed of grant shall contain a covenant on the part of the transferee binding himself, his heirs, executors, administrators and assigns to the terms of this Agreement will be in writing and will be deemed given when delivered personally or deposited in to carry out the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses obligations of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writing. (c) The rights of the Company “Owner” under this Agreement will be transferable and a covenant to any one or more persons or entities, and include a similar covenant on all covenants and agreements hereunder will inure subsequent deeds of grant to the benefit of, lands. All obligations imposed upon the “Owner” are deemed to be covenants which run with the land and be enforceable by bind the Company’s successors land herein described and assignsevery part thereof. (d) Either party’s failure to enforce any provision of The “Owner” acknowledges and agrees that by entering into this Agreement will not in neither the rights of the “Township” or the “Owner” are exhausted under S. 41 of the Planning Act. In the event that the “Owner” wishes to alter the plans or drawings or circumstances arise or exist which prevent the “Development” contemplated by this Agreement as originally intended, the “Owner” covenants and agrees to submit revised plans or drawings which reflect any way be construed as a waiver of any such provision, nor prevent that party from thereafter enforcing any other provision of this Agreementdesired or necessary changes for review and approval. The rights granted both parties hereunder are cumulative revised plans or drawings as approved may be incorporated into this Agreement by an amending agreement. No amendment is valid unless accepted in writing by the “Owner” and will not constitute a waiver of either party’s right to assert any other legal remedy available to itthe “Township”. (e) This Agreement may be enforced by the “Township” against the “Owner” and subject to the provisions of the Registry Act and the Land Titles Act, any and all subsequent owners of the “Subject Lands” pursuant to ss. 41(10) and (11) of the Planning Act. (f) The Employee agrees upon request “Owner” acknowledges that any action taken by or on behalf of the “Township” pursuant to execute this Agreement is in addition to and without prejudice to any further documents financial securities or instruments necessary or desirable other guarantees given on behalf of the “Owner” to carry out secure the purposes or intent performance of its covenants and promises contained in this Agreement. Upon default on the part of the “Owner” under this Agreement, the “Township” is, in addition to any other remedy available to it, at liberty to utilize the provisions of Subsection 41(10) and (11) of the Planning Act, R.S.O. 1990, c.P.13 and s. 446 of the Xxxxxxxxx Xxx, 0000, c.25, in order to ensure the performance of the “Owner’s” covenants and promises contained in this Agreement. (fg) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALLThe “Owner” agrees that the required facilities, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIMEworks or matters will be constructed in accordance with the approved plans and Schedules as required in this Site Plan Agreement and within the time limits prescribed in this Agreement. In default thereof, WITH OR WITHOUT CAUSEthe “Township” is hereby authorized to use the security filed to achieve compliance with this Agreement and also to rectify, or restore, or repair any adjacent municipal property damaged in implementing this Site Plan Agreement. (h) If the costs of achieving compliance exceed the value of the security filed with the “Township”, the “Township” is authorized by the “Owner” to add such excess to the tax collector’s roll against the “Subject Lands” to be recovered in the same manner as municipal taxes, without prejudice to any other right of the “Township” to collect same. (i) The Parties hereto agree that it is the present intention of the “Owner” to develop the “Subject Lands” in accordance with the terms of this Agreement. It is further agreed that the “Township” has declared the site an area of site plan control pursuant to Section 41 of the Planning Act and that neither the “Owner” nor any subsequent owner shall undertake any “Development” except after the approval of plans or drawings as provided for in Section 41(4) and subject to any conditions which may be required pursuant to Section 41(7) including the entering into of agreements to ensure the provision of any or all of the facilities, “Works” or matters mentioned in Section 41(7)(a). Nothing in this Agreement is intended to limit the rights of the “Township” or the “Owner” under that or any other act or any other agreement. (j) It is agreed and understood the land use designations, zoning restrictions and site plan approvals within the several development parcels comprising the “Subject Lands” may be modified by amendments to the “Township’s” official plan and zoning by-laws, and pursuant to the site plan approvals, and that nothing in this Agreement affects the right of the “Owner” or any subsequent owner from exercising all of its rights under the Planning Act to seek or oppose, amendments to any of those planning instruments pursuant to its rights under the Planning Act, and that upon any such amendments coming into force, the Agreement shall be deemed to have been modified accordingly. (k) The "Owner" agrees to pay all arrears of taxes outstanding against the "Subject Lands" before the approval of the said plan is obtained. The "Owner" further undertakes and agrees to pay all taxes levied, or to be levied, on the "Subject Lands". (l) The “Owner” shall hold back in its payment to any contractors who may construct the “Works” as provided for in this Agreement, such sums as are provided in accordance with the Construction Lien Act, and shall otherwise indemnify the “Township” and “Home Depot” against any claims in connection with the “Works” and all costs in connection therewith and on the demand of the “Township” and/or “Home Depot” discharge all Liens upon the “Works”. (m) The "Owner" shall not call into question directly or indirectly at any proceeding in law or in equity, or before any administrative tribunal the right of the “Township" to enter into this agreement and to enforce each and every term, covenant and condition contained therein. (n) The "Owner" agrees that should there be any default or breach of covenant with respect to this agreement the "Township" shall have the authority to issue a "Stop Work Order" with respect to the construction of the building or the "Works" herein described. (o) The "Township" shall not be required to release the "Owner" from the obligations of this agreement should the property be transferred, unless the Transferee shall execute a document satisfactory to the "Township" that he is prepared to assume the obligations of this agreement, together with providing the security, insurance and approvals as provided herein. (p) The “Owner” shall not call into question directly or indirectly at any proceeding in law or in equity, or before any administrative tribunal the right of the “Township” to enter into this Agreement and to enforce each and every term, covenant and condition contained therein. (q) If any term or provision of this Agreement or the application thereto of any person shall to any extent be held to be invalid or unenforceable, the balance of the Agreement shall not be affected thereby and each terms and provision of this Agreement shall be separately valid and enforceable to the fullest extent permitted by law. (r) The Parties hereto agree that this Agreement is a Supplementary Site Plan Agreement relating to the development of the lands herein described. Previous site plan agreements have been registered on title to the “Subject Lands” and the ‘Home Depot Lands”. The Parties hereto agree that where there is a conflict between this Site Plan Agreement, or any previous Site Plan Agreement registered on title, this Site Plan Agreement shall prevail.

General Provisions. (a) This Agreement will shall be governed by the internal substantive laws, but not the choice of law rules of Utah. This Agreement represents the entire agreement between the parties with respect to the issuance laws of the Shares State of California (without regard to the Employeeprinciples of conflict of laws). (b) Any notice, demand or request required or permitted to be given by either the Company or the Employee Executive pursuant to the terms of this Agreement will shall be in writing and will shall be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at such addresses as have been previously furnished by the addresses of the parties set forth at the end of this Agreement Parties or such other address as a party Party may request by notifying the other in writing. (c) The rights and obligations of the Company Executive under this Agreement will may not be transferable to any one transferred or more persons or entities, and all covenants and agreements hereunder will inure to assigned without the benefit of, and be enforceable by prior written consent of the Company’s successors and assigns. (d) Either party’s This Agreement is meant to supplement the terms of the restricted stock purchase agreement, stock option agreement or other agreement pursuant to which Executive acquired the Securities. To the extent that the terms and conditions of this Agreement are inconsistent with those found in the restricted stock purchase agreement, stock option agreement or other agreement, the terms and conditions of this Agreement shall be controlling. (e) Any Party's failure to enforce any provision or provisions of this Agreement will shall not in any way be construed as a waiver of any such provisionprovision or provisions, nor prevent that party any Party from thereafter enforcing any each and every other provision of this Agreement. The rights granted both parties hereunder the Parties herein are cumulative and will shall not constitute a waiver of either party’s any Party's right to assert any all other legal remedy remedies available to itit under the circumstances. (ef) The Employee Executive agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. (fg) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALLIn case any provision of this Agreement shall be invalid, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIMEillegal or unenforceable, WITH OR WITHOUT CAUSEthe validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. (h) This Agreement, in whole or in part, may be modified, waived or amended upon the written consent of (i) the Company and (ii) Executive. (i) By Executive's signature below, Executive represents that he is familiar with the terms and provisions of this Agreement, and hereby accepts this Agreement subject to all of the terms and provisions set forth herein. Executive has reviewed this Agreement in its entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of this Agreement. Executive agrees to accept as binding, conclusive and final all decisions or interpretations of the Board of Directors of the Company upon any questions arising under this Agreement.

General Provisions. (a) This Agreement will be governed by and the internal substantive lawscovenants, but not the choice of law rules of Utah. This Agreement represents the entire agreement between the parties with respect representations, warranties and releases contained herein shall inure to the issuance benefit of and be binding upon Executive and the Shares to the EmployeeCompany and each of their respective successors, heirs, assigns, agents, affiliates, parents, subsidiaries and representatives. (b) Any notice, demand or request required or permitted Each party acknowledges that no one has made any representation whatsoever not contained herein concerning the subject matter hereof in order to be given by either induce the Company or the Employee pursuant to the terms of this Agreement will be in writing and will be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writing. (c) The rights of the Company under this Agreement will be transferable to any one or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assigns. (d) Either party’s failure to enforce any provision of this Agreement will not in any way be construed as a waiver of any such provision, nor prevent that party from thereafter enforcing any other provision of this Agreement. The rights granted both parties hereunder are cumulative and will not constitute a waiver of either party’s right to assert any other legal remedy available to it. (e) The Employee agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent execution of this Agreement. (c) Except in the event that the Company publicly files this Agreement or otherwise publicly discloses its terms and conditions, Executive agrees that the terms and conditions of this Agreement, including the consideration hereunder shall not be disclosed to anyone and shall remain confidential and not be disseminated to any person or entity not a party to this Agreement except to family members, legal counsel, an accountant for purposes of securing tax advice, the Internal Revenue Service, or state taxing agencies. (d) The “Effective Date” of this Agreement shall be the eighth (8th) day after the execution of the Agreement by Executive. (e) This Agreement does not constitute an admission of any liability. (f) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALLNeither this Agreement nor any provision hereof may be modified or waived in any way except by an agreement in writing signed by each of the parties hereto consenting to such modification or waiver. (g) This Agreement shall in all respects be interpreted, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIMEenforced and governed under the internal laws (and not the conflicts of laws and rules) of Delaware. (h) Each of the parties represents and warrants that he or it is legally viable and competent to enter into this Agreement, WITH OR WITHOUT CAUSEis relying on independent judgment and the advice of legal counsel and has not been influenced, pressured, or coerced to any extent whatsoever in making this Agreement by any representations or statements made by any party, and/or any person or persons representing any party, and that the individuals executing this Agreement on his or its behalf are authorized to do so. (i) This Agreement and the Transition Agreement expressly supersede the all other prior agreements or other arrangements by and between the Company and Executive with respect to the compensation and benefits payable by the Company to Executive, including all of the Company’s payment obligations for compensation set forth in any employment agreement between the parties, whether or not in writing, and that such prior agreements or arrangements with respect to compensation and benefits payable by the Company to Executive shall upon the Effective Date be null and void and of no force and effect whatsoever. Notwithstanding the foregoing, the terms and conditions of all benefit plans and programs maintained by the Company shall remain in full force and effect as to Executive except as expressly modified by this Agreement and/or the Transition Agreement. For the avoidance of doubt, the covenants contained in any benefit plan or program maintained by the Company, including, without limitation, the SERP, EDCP and any Stock Incentive Plan of the Company, under which Executive has outstanding stock options or other equity awards (each a, “Stock Incentive Plan”) remain in full effect. In addition, Executive agrees and acknowledges that the covenants contained in Sections 10-14 of the Transition Agreement remain in full effect following the execution of this Agreement.

General Provisions. (a) This Agreement will be governed by and under the internal substantive lawslaws of the State of Florida, but not the choice USA without giving effect to conflicts of law principals. If any provision hereof is found invalid or unenforceable, that part will be amended to achieve as nearly as possible the same effect as the original provision and the remainder of this Agreement will remain in full force and effect. (b) Any dispute arising under or in any way related to this Agreement will be submitted to binding arbitration before a panel of three arbitrators of the American Arbitration Association. The arbitrators will be selected and the arbitration will conducted in accordance with the Association's commercial rules then in effect. The arbitration will be conducted in the State of UtahFlorida. The decision of the arbitrators will set forth in reasonable detail the basis for the decision and will be binding on the parties. The arbitration award may be confirmed by any court of competent jurisdiction. (c) In any adverse action, the parties will restrict themselves to claims for compensatory damages and/or securities issued or to be issued and no claims will be made by any party or affiliate for lost profits, punitive or multiple damages. (d) This Agreement represents constitutes the entire agreement between and final understanding of the parties with respect to the issuance of subject matter hereof and supersedes and terminates all prior and/or contemporaneous understandings and/or discussions between the Shares parties, whether written or verbal, express or implied, relating in any way to the Employeesubject matter hereof. This agreement may not be altered, amended, modified or otherwise changed in any way except by a written agreement, signed by both parties. (be) Any notice, demand or request required or permitted to be given by either the Company or the Employee pursuant to the terms of this This Agreement will be in writing and will be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writing. (c) The rights of the Company under this Agreement will be transferable to any one or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by binding upon, the Company’s parties hereto and their successors and assigns; provided, however, that any assignment by either party of IFCS rights under this Agreement without the written consent of the other party will be void. (d) Either party’s failure to enforce any provision of this Agreement will not in any way be construed as a waiver of any such provision, nor prevent that party from thereafter enforcing any other provision of this Agreement. The rights granted both parties hereunder are cumulative and will not constitute a waiver of either party’s right to assert any other legal remedy available to it. (ef) The Employee agrees upon request parties agree to take any further actions and to execute any further documents or instruments which may from time to time be necessary or desirable appropriate to carry out the purposes or intent of this Agreement. (fg) THE EMPLOYEE ACKNOWLEDGES The headings of the Sections, paragraphs and subparagraphs of this Agreement are solely for convenience of reference and will not limit or otherwise affect the meaning of any of the terms or provisions of this Agreement. The references in this Agreement to Sections, unless otherwise indicated, are references to sections of this Agreement. (h) This Agreement may be executed in counterparts, each one of which will constitute an original and all of which taken together will constitute one document. This Agreement may be executed by delivery of a signed signature page by fax to the other parties hereto and such fax execution and delivery will be valid in all respects. Signed, sealed and delivered as the act of each party hereto on the date first above written. PRECOM TECHNOLOGY, INC. By: ____/s/ Xxxxxx Hipple________ Xxxxxx Xxxxxx, President INTERNATIONAL FINANCIAL CONCIERGE SERVICES, INC. By: ____/s/ Xxxxxx X. Read_____ Xxxxxx X. Read, Vice President and COO SHAREHOLDERS OF IFCS: __/s/ Xxxxxx Hipple________ __/s/Drew Roberts__________ Xxxxxx Xxxxxx Xxxx Xxxxxxx __/s/ Xxxxxx Read_________ __/s/ Xxxxxx Katz__________ Xxxxxx Read Xxxxxx Xxxx __/s/ Xxxxx X. Smith_______ __/s/ Xxxx Wood____________ Xxxxx X. Xxxxx, III Xxxx Xxxx __/s/ Xxxxx Liddell________ Xxxxx Xxxxxxx EXHIBIT A IFCS SHAREHOLDERS Shareholder Percent of Ownership Xxxxxx Xxxxxx 33.00% Xxxxxx Read 15.00% Xxxx Xxxxxxx 15.00% Xxxxxx Xxxx 10.00% Xxxxx Xxxxxxx 8.50% Xxxxx X. Xxxxx, III 8.50% Xxxx Xxxx 10.00% Exhibit B Statement of Rights and Preferences Series B Preferred Stock STATEMENT OF RIGHTS AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE PREFERENCES OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALLSERIES B PREFERRED STOCK OF PRECOM TECHNOLOGY, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIMEINC. PRECOM TECHNOLOGY, WITH OR WITHOUT CAUSEINC., a Florida corporation (the "Corporation"), certifies that pursuant to the authority contained in its Certificate of Incorporation (the "Certificate of Incorporation") and in accordance with the provisions of Florida Business Corporation Act, the Board of Directors of the Corporation (the "Board of Directors") by written consent dated as of October 1, 2002, duly adopted the following recitals and resolutions, which resolutions remain in full force and effect on the date hereof.

General Provisions. (a) This Agreement will shall be governed by the internal substantive laws, but not the choice of law rules of Utah. This Agreement represents the entire agreement between the parties with respect to the issuance laws of the Shares State of California (without regard to the Employeeprinciples of conflict of laws). (b) Any notice, demand or request required or permitted to be given by either the Company or the Employee pursuant to the terms of this Agreement will shall be in writing and will shall be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at such addresses as have been previously furnished by the addresses of the parties set forth at the end of this Agreement Parties or such other address as a party Party may request by notifying the other in writing. (c) The rights and obligations of the Company Employee under this Agreement will may not be transferable to any one transferred or more persons or entities, and all covenants and agreements hereunder will inure to assigned without the benefit of, and be enforceable by prior written consent of the Company’s successors and assigns. (d) Either partyThis Agreement is meant to supplement the terms of stock option agreement(s) or other agreement(s) pursuant to which Employee acquired the Options, as well as any written employment agreement between the Company and Employee. To the extent that the terms and conditions of this Agreement are inconsistent with those found in such stock option agreement(s) or other agreement(s) (employment or otherwise), the terms and conditions of this Agreement shall be controlling. (e) Any Party’s failure to enforce any provision or provisions of this Agreement will shall not in any way be construed as a waiver of any such provisionprovision or provisions, nor prevent that party any Party from thereafter enforcing any each and every other provision of this Agreement. The rights granted both parties hereunder the Parties herein are cumulative and will shall not constitute a waiver of either partyany Party’s right to assert any all other legal remedy remedies available to itit under the circumstances. (ef) The Employee agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. (fg) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALLIn case any provision of this Agreement shall be invalid, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIMEillegal or unenforceable, WITH OR WITHOUT CAUSEthe validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. (h) This Agreement, in whole or in part, may be modified, waived or amended upon the written consent of the Company and Employee. (i) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one instrument. In Witness Whereof, the undersigned have set their hand as of the date first above written.

General Provisions. (a) a. This Agreement will shall be governed by the internal substantive laws, but not laws of the choice State of law rules of UtahCalifornia. This Agreement represents the entire agreement between the parties with respect to the issuance purchase of Common Stock by the Purchaser, may only be modified or amended in writing signed by both parties and satisfies all of the Shares Company’s obligations to the EmployeePurchaser with regard to the issuance or sale of securities. (b) b. Any notice, demand or request required or permitted to be given by either the Company or the Employee Purchaser pursuant to the terms of this Agreement will shall be in writing and will shall be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writing. (c) c. The rights and benefits of the Company under this Agreement will shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder will shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. The rights and obligations of the Purchaser under this Agreement may only be assigned with the prior written consent of the Company. (d) d. Either party’s failure to enforce any provision or provisions of this Agreement will shall not in any way be construed as a waiver of any such provisionprovision or provisions, nor prevent that party thereafter from thereafter enforcing any each and every other provision of this Agreement. The rights granted both parties hereunder herein are cumulative and will shall not constitute a waiver of either party’s right to assert any all other legal remedy remedies available to itit under the circumstances. (e) e. The Employee Purchaser agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. (f) f. SALE OF THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE ISSUANCE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALL, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT SUCH SECURITIES OR THE COMPANY’S RIGHT PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE COMPANY AT ANY TIMESALE OF SECURITIES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, WITH 25102, OR WITHOUT CAUSE25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.

General Provisions. (a) The Company may assign any of its rights and obligations under this Agreement. Any assignment of rights and obligations by the Participant requires the Company's prior written consent. This Agreement Agreement, and the rights and obligations of the parties hereunder, will be governed by the internal substantive laws, but not the choice of law rules of Utah. This Agreement represents the entire agreement between the parties with respect binding upon and inure to the issuance benefit of the Shares to the Employeetheir respective successors, assigns, heirs, executors, administrators and legal representatives. (b) Any notice, demand or request and all notices required or permitted to be given by either the Company or the Employee to a party pursuant to the terms provisions of this Agreement will be in writing and will be effective and deemed given when to provide such party sufficient notice under this Agreement on the earliest of the following: (i) at the time of personal delivery, if delivery is in person; (ii) at the time of transmission by facsimile, addressed to the other party at its facsimile number specified herein (or hereafter modified by subsequent notice to the parties hereto). with confirmation of receipt made by both telephone and printed confirmation sheet verifying successful transmission of the facsimile;(iii) one business day after deposit with an express overnight courier for United States deliveries, or two business days after such deposit for deliveries outside of the United States; or (iv) three business days after deposit in the United States mail by certified mail (return receipt requested) for United States deliveries. All notices for delivery outside the United States will be sent by facsimile or by express courier. All notices not delivered personally or deposited in the U.S. mail, First Class by facsimile will be sent with postage prepaid, and/or other charges prepaid and properly addressed to the parties party to be notified at the addresses of the parties address or facsimile number set forth at below the end signature lines of this Agreement or at such other address or facsimile number as a such other party may request designate by notifying one of the indicated means of notice herein to the other in writingparty hereto. Notices by facsimile will be machine verified as received. (c) The rights of the Company under this Agreement will be transferable to any one or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assigns. (d) Either party’s failure to enforce any provision of this Agreement will not in any way be construed as a waiver of any such provision, nor prevent that party from thereafter enforcing any other provision of this Agreement. The rights granted both parties hereunder are cumulative and will not constitute a waiver of either party’s right to assert any other legal remedy available to it. (e) The Employee agrees upon request agree to execute any such further documents or and instruments and to take such further actions as may be reasonably necessary or desirable to carry out the purposes or and intent of this Agreement. (fd) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALLThe titles, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIMEcaptions and headings of this Agreement are included for ease of reference only and will be disregarded in interpreting or construing this Agreement. Unless otherwise specifically stated, WITH OR WITHOUT CAUSEall references herein to "sections"and "exhibits"will mean "sections"and "exhibits" to this Agreement.

General Provisions. (a) This Agreement will shall be governed by and construed and enforced in accordance with the internal substantive laws, but not laws of the choice State of law rules of Utah. Nevada as they apply to contracts entered into and wholly to be performed within such state. (b) This Agreement represents the entire agreement between the parties with respect to the issuance purchase of the Shares to by the EmployeePurchaser. (bc) Any notice, demand or request required or permitted to be given by either the Company or the Employee Purchaser pursuant to the terms of this Agreement will shall be in writing and will shall be deemed given when delivered, if delivered personally or deposited personally; three business days after the business day of deposit in the U.S. mail, First Class by registered or certified mail with postage prepaid; one business day after the business day of facsimile transmission, and if a confirmation copy is sent by first class mail with postage prepaid; or, one business day after the business day of deposit with Federal Express or similar overnight carrier, freight prepaid; in any such case addressed to the parties any party at the addresses of the parties such party's address as set forth at the end of this Agreement or such other address as a the party may request designate by notifying the other in writing. (cd) The rights and benefits of the Company under this Agreement will shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder will shall inure to the benefit of, and be enforceable by the Company’s 's successors and assigns. The rights and obligations of Purchaser under this Agreement may only be assigned with the prior written consent of the Company, which shall not be unreasonably withheld. (de) Either party’s 's failure to enforce any provision or provisions of this Agreement will shall not in any way be construed as a waiver of any such provisionprovision or provisions, nor prevent that party from thereafter enforcing any each and every other provision of this Agreement. The rights granted both parties hereunder herein are cumulative and will shall not constitute a waiver of either party’s 's right to assert any all other legal remedy remedies available to itit under the circumstances. (ef) The Employee Purchaser agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. (f) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALL, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSE.

General Provisions. (a) This Agreement will shall be governed by the internal substantive laws, but not the choice of law rules of UtahCalifornia. This Agreement Agreement, subject to the terms and conditions of the Plan and the Notice of Grant, represents the entire agreement between the parties with respect to the issuance purchase of the Shares by the Purchaser. Subject to Section 15(c) of the EmployeePlan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Agreement, the terms and conditions of the Plan shall prevail. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement. (b) Any notice, demand or request required or permitted to be given by either the Company or the Employee Purchaser pursuant to the terms of this Agreement will shall be in writing and will shall be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writing. Any notice to the Escrow Holder shall be sent to the Company's address with a copy to the other party hereto. (c) The rights of the Company under this Agreement will shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder will shall inure to the benefit of, and be enforceable by the Company’s 's successors and assigns. The rights and obligations of the Purchaser under this Agreement may only be assigned with the prior written consent of the Company. (d) Either party’s 's failure to enforce any provision of this Agreement will shall not in any way be construed as a waiver of any such provision, nor prevent that party from thereafter enforcing any other provision of this Agreement. The rights granted both parties hereunder are cumulative and will shall not constitute a waiver of either party’s 's right to assert any other legal remedy available to it. (e) The Employee Purchaser agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. (f) PURCHASER ACKNOWLEDGES AND AGREES THAT THE EMPLOYEE VESTING OF SHARES PURSUANT TO SECTION 4 HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED OR PURCHASING SHARES HEREUNDER). PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH EMPLOYEE’S PURCHASER'S RIGHT OR THE COMPANY’S 'S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY PURCHASER'S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

General Provisions. (a) This Agreement will shall be governed by the internal substantive laws, but not the choice of law rules of Utah[state]. This Agreement Agreement, subject to the terms and conditions of the Plan and the Notice of Grant, represents the entire agreement between the parties with respect to the issuance purchase of the Shares by the Purchaser. Subject to Section 15(c) of the EmployeePlan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Agreement, the terms and conditions of the Plan shall prevail. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement. (b) Any notice, demand or request required or permitted to be given by either the Company or the Employee Purchaser pursuant to the terms of this Agreement will shall be in writing and will shall be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writing. Any notice to the Escrow Holder shall be sent to the Company's address with a copy to the other party hereto. (c) The rights of the Company under this Agreement will shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder will shall inure to the benefit of, and be enforceable by the Company’s 's successors and assigns. The rights and obligations of the Purchaser under this Agreement may only be assigned with the prior written consent of the Company. (d) Either party’s 's failure to enforce any provision of this Agreement will shall not in any way be construed as a waiver of any such provision, nor prevent that party from thereafter enforcing any other provision of this Agreement. The rights granted both parties hereunder are cumulative and will shall not constitute a waiver of either party’s 's right to assert any other legal remedy available to it. (e) The Employee Purchaser agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. (f) PURCHASER ACKNOWLEDGES AND AGREES THAT THE EMPLOYEE VESTING OF SHARES PURSUANT TO SECTION 4 HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED OR PURCHASING SHARES HEREUNDER). PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH EMPLOYEE’S PURCHASER'S RIGHT OR THE COMPANY’S 'S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY PURCHASER'S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.. By Purchaser's signature below, Purchaser represents that he or she is familiar with the terms and provisions of the Plan, and hereby accepts this Agreement subject to all of the terms and provisions thereof. Purchaser has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of this Agreement. Purchaser agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Agreement. Purchaser further agrees to notify the Company upon any change in the residence indicated in the Notice of Grant. DATED: ---------------------------- PURCHASER: OMM, Inc. ------------------------- ----------------------------------- ----------------------------------------- Signature By ----------------------------------- ----------------------------------------- Print Name Title EXHIBIT A-2 ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED I, _______________________________, hereby sell, assign and transfer unto ________ (__________) shares of the Common Stock of OMM, Inc., standing in my name of the books of said corporation represented by Certificate No. _____ herewith and do hereby irrevocably constitute and appoint to transfer the said stock on the books of the within named corporation with full power of substitution in the premises. This Stock Assignment may be used only in accordance with the Restricted Stock Purchase Agreement (the "Agreement") between________________________ and the undersigned dated ______________, _____. Dated: , . --------------- ----- Signature: ------------------------------

General Provisions. (a) This Agreement will Words of any gender used herein shall be governed by ------------------ construed to include any other gender, and words in the internal substantive lawssingular number shall be held to include the plural, but not unless the choice of law rules of Utah. This Agreement represents the entire agreement between the parties with respect to the issuance of the Shares to the Employee. context otherwise requires, (b) Any notice, demand or request required or permitted to be given by either the Company or the Employee pursuant terms and provisions of this Lease Agreement shall inure to the terms benefit of and be binding upon the parties hereto and their respective successors, permitted assigns and legal representatives; (c) the headings used herein are for reference purposes only and do not affect the meaning or construction hereof; (d) this Lease Agreement will may not be altered or amended and no waiver of any of the provisions hereof shall be effective except by an instrument in writing signed by both parties hereto; (e) all notices, consents, waivers or demands hereunder shall be in writing and will shall be deemed given when delivered personally or deposited in the U.S. mailed by Registered or Certified mail, First Class with postage prepaidpaid, and addressed to the parties party to whom given at the addresses of the parties set forth address setforth above or at the end of this Agreement or such other address as a such party may request by notifying the other specify in writing. accordance with this clause; (cf) The rights of the Company under this Agreement will be transferable to any one or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assigns. (d) Either party’s failure to enforce if any provision of this Lease Agreement will shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Lease Agreement shall not in any way be affected or impaired thereby; (g) this Lease Agreement shall be governed by and construed as in accordance with the laws of the Commonwealth of Massachusetts; (h) each of the parties represents and warrants to the other that it has not dealt with any broker or finder in connection with this Lease Agreement and agrees to indemnify and hold the other harmless from and against any claims, liabilities or losses (including attorney's fees) arising out of a waiver breach of this warranty; (i) Landlord and Tenant shall each have the right to contest in good faith the validity or amount of any such provisiontax, nor prevent assessment, license fee, excise fee and other charge for which it is responsible under this Lease Agreement provided that party from thereafter enforcing no contest by Tenant may be undertaken unless Tenant shall, upon Landlord's request, deposit with Landlord adequate and sufficient security against any other provision loss or damage which may ensue or involve the reasonable possibility of this Agreement. The rights granted both parties hereunder are cumulative forfeiture, sale or disturbance of Landlord's interest in the Premises and will not constitute a waiver that upon the final determination of either party’s right any contest by Tenant, Tenant shall immediately pay and satisfy the amount found to assert be due, together with any other legal remedy available to itcosts, penalties and interest. (e) The Employee agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. (f) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALL, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSE.

General Provisions. (a) This Agreement will shall be governed by the internal substantive laws, but not laws of the choice State of law rules of UtahCalifornia. This Agreement represents the entire agreement between the parties with respect to the issuance purchase of Common Stock by the Shares to the EmployeePurchaser and may only be modified or amended in writing signed by both parties. (b) Any notice, demand or request required or permitted to be given by either the Company or the Employee Purchaser pursuant to the terms of this Agreement will shall be in writing and will shall be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writing. (c) The rights and benefits of the Company under this Agreement will shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder will shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. The rights and obligations of the Purchaser under this Agreement may only be assigned with the prior written consent of the Company and any purported transfer otherwise shall be null and void. (d) Either party’s failure to enforce any provision or provisions of this Agreement will shall not in any way be construed as a waiver of any such provisionprovision or provisions, nor prevent that party thereafter from thereafter enforcing any each and every other provision of this Agreement. The rights granted both parties hereunder herein are cumulative and will shall not constitute a waiver of either party’s right to assert any all other legal remedy remedies available to itit under the circumstances. (e) The Employee Purchaser agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. (f) PURCHASER ACKNOWLEDGES AND AGREES THAT THE EMPLOYEE LAPSING OF THE REPURCHASE OPTION PURSUANT TO SECTION 4 HEREOF IS EARNED ONLY BY THE CONTINUING SERVICE OF THE PURCHASER TO THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED OR PURCHASING SHARES HEREUNDER). PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE REPURCHASE OPTION SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT OF THE PURCHASER AS AN EMPLOYEE A SERVICE PROVIDER FOR SUCH PERIOD, FOR ANY PERIOD PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEETHE PURCHASER’S EMPLOYMENT WITH SERVICE TO THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSE. (g) Purchaser has reviewed this Agreement in its entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of this Agreement.

General Provisions. (a) This Agreement will shall be governed by the internal substantive laws, but not the choice of law rules of Utah[state]. This Agreement Agreement, subject to the terms and conditions of the Plan and the Notice of Grant, represents the entire agreement between the parties with respect to the issuance purchase of the Shares by the Purchaser. Subject to Section 15(c) of the EmployeePlan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Agreement, the terms and conditions of the Plan shall prevail. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement. (b) Any notice, demand or request required or permitted to be given by either the Company or the Employee Purchaser pursuant to the terms of this Agreement will shall be in writing and will shall be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writing. Any notice to the Escrow Holder shall be sent to the Company's address with a copy to the other party hereto. (c) The rights of the Company under this Agreement will shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder will shall inure to the benefit of, and be enforceable by the Company’s 's successors and assigns. The rights and obligations of the Purchaser under this Agreement may only be assigned with the prior written consent of the Company. (d) Either party’s 's failure to enforce any provision of this Agreement will shall not in any way be construed as a waiver of any such provision, nor prevent that party from thereafter enforcing any other provision of this Agreement. The rights granted both parties hereunder are cumulative and will shall not constitute a waiver of either party’s 's right to assert any other legal remedy available to it. (e) The Employee Purchaser agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. (f) PURCHASER ACKNOWLEDGES AND AGREES THAT THE EMPLOYEE VESTING OF SHARES PURSUANT TO SECTION 4 HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED OR PURCHASING SHARES HEREUNDER). PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH EMPLOYEE’S PURCHASER'S RIGHT OR THE COMPANY’S 'S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY PURCHASER'S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.. By Xxxxxxxxx's signature below, Purchaser represents that he or she is familiar with the terms and provisions of the Plan, and hereby accepts this Agreement subject to all of the terms and provisions thereof. Purchaser has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of this Agreement. Purchaser agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Agreement. Purchaser further agrees to notify the Company upon any change in the residence indicated in the Notice of Grant. DATED: __________________________ PURCHASER: CLEARCOMMERCE CORPORATION __________________________________ ___________________________________ Signature By __________________________________ ___________________________________ Print Name Title EXHIBIT A-2 ----------- ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED I, _______________________________, hereby sell, assign and transfer unto _____________________ (__________) shares of the Common Stock of ClearCommerce Corporation, standing in my name of the books of said corporation represented by Certificate No. _____ herewith and do hereby irrevocably constitute and appoint _____________________________________________ to transfer the said stock on the books of the within named corporation with full power of substitution in the premises. This Stock Assignment may be used only in accordance with the Restricted Stock Purchase Agreement (the "Agreement") between________________________ and the undersigned dated ______________, _____. Dated: _______________, _____ Signature:______________________________

General Provisions. (a) This Buyer shall not assign its rights or obligations under the Agreement will without Seller’s prior written consent. (b) No action, regardless of form, arising out of transactions under the Agreement, may be governed brought by either party more than two (2) years after the internal substantive laws, but not the choice cause of law rules of Utah. This Agreement represents the entire agreement between the parties with respect to the issuance of the Shares to the Employeeaction has accrued. (bc) Any noticemodification of these terms and conditions must be set forth in a written instrument signed by a duly authorized representative of Seller. (d) The parties do not intend that this Agreement create any rights in or confer any benefits to anyone other than Seller and Buyer. (e) If Seller provides the Goods and/or performs the Services at sites not belonging to Seller or its affiliates(s), demand then Buyer will not ask Seller or request required Seller’s personnel to enter into any agreement that imposes, waives, releases, indemnifies or permitted otherwise limits or explains any rights or obligations in respect of Seller or Seller’s personnel. Any such agreement is void. However, Seller’s personnel will comply with Xxxxx’s reasonable site health safety, security and environmental rules if copies of such rules are provided to Seller’s personnel prior to starting work at such site. (f) This Agreement constitutes the full understanding of the parties, a complete allocation of risks between them and a complete and exclusive statement of the terms and conditions of their agreement. No conditions, usage or trade, course of dealing or performance, understanding or agreement purporting to modify, vary, explain or supplement the terms or conditions of this Agreement shall be binding unless hereafter made in writing and signed by the party to be given bound, and no modification shall be affected by either the Company acknowledgment or acceptance of purchase orders or other forms containing terms or conditions at variance with or in addition to those set forth herein. (g) Nothing in this Agreement shall prohibit Seller from using any independent contractors in providing the Employee pursuant Goods and/or performing the Services hereunder, provided Xxxxxx remains responsible for the performance of such independent contractors. (h) No failure to insist upon strict compliance with the terms of this Agreement will be in writing and will be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaidshall constitute a waiver, and addressed to the parties at the addresses no waiver of the parties set forth at the end a breach of this Agreement or such other address as a party may request by notifying the other in writing. (c) The rights of the Company under this Agreement will be transferable to any one or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assigns. (d) Either party’s failure to enforce any provision of this Agreement will not in any way be construed as shall constitute a waiver of any other breach, or of such provisionprovision.(i) UNLESS OTHERWISE SPECIFICALLY PROVIDED IN SELLER’S QUOTATION, nor prevent that party from thereafter enforcing any other provision of this Agreement. The rights granted both parties hereunder are cumulative and will not constitute a waiver of either party’s right to assert any other legal remedy available to it. (e) The Employee agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. (f) THE EMPLOYEE ACKNOWLEDGES GOODS AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED SERVICES HEREUNDER DO ARE NOT CONSTITUTE AN EXPRESS SOLD OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE INTENDED FOR USE IN ANY PERIOD NUCLEAR OR AT ALL, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSE.NUCLEAR

General Provisions. (a) This Any notice in connection with this Agreement must be in writing and must be either personally delivered, sent by facsimile if confirmation is available or sent by reputable overnight courier service (charges prepaid) to the recipient at the address indicated on the Signature Page hereof. Any notice will be governed by deemed to have been given when delivered or sent in accordance with the internal substantive laws, but not the choice provisions of law rules of Utah. This Agreement represents the entire agreement between the parties with respect to the issuance of the Shares to the Employeethis Section 10(a). (b) Any noticeUnless otherwise set forth in this Agreement, demand (i) the representations and warranties of the Company and the Subscriber contained in or request required or permitted made pursuant to this Agreement, (ii) the indemnities and releases granted by the Subscriber and Company in Section 7 hereof, (iii) the Subscriber’s right to be given refunded the amount of its subscription in the circumstances specified in this Agreement, and (iv) the provisions of Sections 8, 9 and 10 hereof, shall survive any and all of (A) the execution and delivery of this Agreement, (B) the rejection of the Subscriber’s subscription hereunder, (C) any termination or withdrawal of the subscription, including by either virtue of the Company or failure of the Employee pursuant conditions to the terms Offering Closing provided in Section 3, (D) the Offering Closing and any other closing and (E) the termination of this Agreement will be in writing and will be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writingAgreement. (c) The rights of the Company under representations, warranties and agreements contained in this Agreement will shall be transferable to any one or more persons or entitiesbinding on the Subscriber’s and the Company’s respective successors, assigns, heirs and all covenants legal representatives and agreements hereunder will shall inure to the benefit of, and be enforceable by of the Company’s respective successors and assignsassigns of the Company and the Subscriber and their respective directors, officers, employees, attorneys and other agents. (d) Either party’s failure This Agreement, and the agreements and documents referred to enforce in this Agreement, contain the complete agreement and understanding of the parties and supersede any provision of this Agreement will not in any way be construed as a waiver of any such provisionprior understandings, nor prevent agreements or representations by or among the parties, whether written or oral, that party from thereafter enforcing any other provision may have related to the subject matter of this Agreement. The rights granted both This Agreement may not be changed, waived, discharged, or terminated orally but, rather, only by a statement in writing signed by the party or parties hereunder are cumulative and will not constitute a waiver of either party’s right to assert any other legal remedy available to itagainst whom enforcement or the change, waiver, discharge or termination is sought. (e) In the event any parts of this Agreement are found to be void, the remaining provisions of this Agreement shall nevertheless be binding with the same effect as though the void parts were deleted. (f) The Employee agrees upon request construction, validity and interpretation of this Agreement will be governed by and construed in accordance with the internal law of the State of New York, without giving effect to execute principles of conflicts of laws or choice of law of the State of New York, or any further documents other jurisdiction which would result in the application of the law of any jurisdiction other than the State of New York. (g) Section headings herein have been inserted for reference only and shall not be deemed to limit or instruments necessary otherwise affect, in any matter, or desirable be deemed to carry out interpret in whole or in part, any of the purposes terms or intent provisions of this Agreement. (fh) Subscriber and the Company shall each execute such additional documents, if any, as may reasonably be requested to effectuate the purposes of this Agreement. (i) This Agreement and any document referred to herein, may be executed in any number of counterparts, each of which may be deemed an original and all of which together shall constitute a single instrument. Execution and delivery of this Agreement by facsimile shall be deemed to be equivalent to the execution and delivery of an original. (j) Unless the context otherwise requires, (i) all references to Sections are to sections contained in this Agreement, (ii) any accounting term used in this Agreement has the meaning assigned to it in accordance with United States generally accepted accounting principles, (iii) words in the singular or plural include the singular and plural and pronouns stated in either the masculine, the feminine or neuter gender shall include the masculine, feminine and neuter, and (iv) the use of the word “including” in this Agreement shall be by way of example rather than limitation. (k) As used in this Agreement, the term “Person” refers to any natural or legal individual, corporation, partnership, trust, limited liability company, association, group or other entity. (l) The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. (m) The Company may accept this Agreement at any time for all or any portion of the Notes subscribed for by executing a copy hereof as provided and notifying the Subscriber within a reasonable time thereafter. (n) The parties acknowledge and agree that to the extent any provisions of this Agreement are inconsistent with the terms and provisions of the Offering Materials, the Merger Agreement or the Note, the terms of this Agreement and the Note shall be controlling. PLEASE RETURN TWO (2) ORIGINALLY SIGNED COPIES OF THIS SECURITIES PURCHASE AGREEMENT: Please concurrently wire transfer the full purchase price of the Notes to the Escrow Agent pursuant to following banking instructions: Case Xxxxxxxx & Xxxxxx LLP Client Trust Account First Republic Bank ABA Routing No.: 000000000 Address: 0000 Xxxxxxx Xxxx Xxxx Xxx Xxxxxxx, XX 00000-0000 Phone: +0 (000) 000-0000, Xxxx Xxxxxxxx, Relationship Manager +0 (000) 000-0000, Xxxxx Xxxxxxxxxxx, Preferred Banker Credit Account No.: 92400045901 In its sole discretion, the Company may accept payment by check. PLEASE CALL XXXXX XXXXXX OF CASE XXXXXXXX & XXXXXX LLP AT +0.000.000.0000 IF YOU HAVE ANY QUESTIONS REGARDING PAYMENTS TO THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALL, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSEESCROW AGENT.

General Provisions. (a) Upon the request of the Factor, the Clients shall execute and deliver to Factor, or cause to be executed and delivered, all such additional documents, instruments and agreements as the Factor may determine, in its sole discretion, are necessary or desirable to effectuate the purposes and intent of this Forbearance Agreement. (b) This Forbearance Agreement will shall be governed binding upon each of the Clients and their respective successors and assigns. (c) The validity of this Forbearance Agreement, its construction, interpretation and enforcement, shall be determined under and according to the laws of the State of New York, without any reference to its principles of conflicts of law. The Clients hereby consent to the non-exclusive jurisdiction of the Supreme Court of the State of New York for the County of New York and the United States District Court for the Southern District of New York in any action or proceeding under, arising out of or related to this Forbearance Agreement, the Existing Factoring Agreements and the New Factoring Agreements. (d) THE CLIENTS AND THE FACTOR HEREBY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING UNDER, ARISING OUT OF OR RELATED TO THIS FORBEARANCE AGREEMENT. (e) The unenforceability or invalidity of any one or more provisions hereof shall not render any other provisions herein contained unenforceable or invalid. (f) This Forbearance Agreement is the result of a full and complete negotiation at arm's length by all parties hereto. No term sheets or prior drafts or memoranda prepared by any parties shall be used to construe or interpret any provision hereof, nor shall any one party hereto be considered the internal substantive laws"drafter" of this Forbearance Agreement for the purposes of construing the terms, but not the choice of law rules of Utahconditions and obligations set forth herein. This Forbearance Agreement represents sets forth the entire agreement between understanding of the parties with respect to the issuance matters set forth herein and supersedes in their entirety any and all understandings and agreements, whether written or oral, of the Shares parties with respect to the Employeeforegoing. Except as expressly amended or otherwise modified hereby (including, without limitation, the preservation of the Existing Defaults), the New Factoring Agreements remain in full force and effect in accordance with their existing terms and provisions as of the date hereof, EXCEPT THAT, in the event of any conflict between any term or provision of this Forbearance Agreement and any term or provision of the New Factoring Agreements, the term or provision of this Forbearance Agreement shall control. This Forbearance Agreement cannot be changed, modified, amended, waived or terminated in any respect, except by a writing executed by the party to be charged. (bg) Any notice, demand or request required or permitted to This Forbearance Agreement may be given by either the Company or the Employee pursuant to the terms of this Agreement will be executed in writing and will be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writing. (c) The rights of the Company under this Agreement will be transferable to any one or more persons or entitiescounterparts, each of which shall constitute but one and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assigns. (d) Either party’s failure to enforce any provision of this Agreement will not in any way be construed as a waiver of any such provision, nor prevent that party from thereafter enforcing any other provision of this Agreement. The rights granted both parties hereunder are cumulative and will not constitute a waiver of either party’s right to assert any other legal remedy available to it. (e) The Employee agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this same Forbearance Agreement. (f) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALL, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSE.

General Provisions. (a) This Agreement will shall be governed by the internal substantive laws, but not laws of the choice of law rules State of Utah. This Agreement Agreement, subject to the terms and conditions of the Plan represents the entire agreement between the parties with respect to the issuance grant of RSUs to the Grantee. In the event of a conflict between the terms and conditions of the Shares to Plan and this Agreement, the Employeeterms and conditions of the Plan shall prevail. (b) Any notice, demand or request required or permitted to be given by either the Company or the Employee Grantee pursuant to the terms of this Agreement will shall be in writing and will shall be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaidprepaid or deposited with generally recognized international delivery providers (e.g., DHL), and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writing. (c) The rights and benefits of the Company under this Agreement will shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder will shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. The rights and obligations of the Grantee under this Agreement may only be assigned with the prior written consent of the Company. (d) Either party’s failure to enforce any provision or provisions of this Agreement will shall not in any way be construed as a waiver of any such provisionprovision or provisions, nor prevent that party from thereafter enforcing any each and every other provision of this Agreement. The rights granted both parties hereunder herein are cumulative and will shall not constitute a waiver of either party’s right to assert any all other legal remedy remedies available to itit under the circumstances. (e) The Employee Grantee agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. (f) GRANTEE ACKNOWLEDGES AND AGREES THAT THE EMPLOYEE VESTING OF RSUS IS EARNED ONLY BY CONTINUING SERVICE A SERVICE PROVIDER AT THE WILL OF THE EMPLOYER (NOT THROUGH THE ACT OF BEING HIRED OR PURCHASING SHARES HEREUNDER). GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH EMPLOYEEGRANTEE’S RIGHT OR THE COMPANYEMPLOYER’S RIGHT TO TERMINATE EMPLOYEEGRANTEE’S EMPLOYMENT WITH THE COMPANY SERVICE PROVIDER RELATIONSHIP AT ANY TIME, WITH OR WITHOUT CAUSE. g) If Grantee has received this or any other document related to the Plan translated into a language other than English and if the translated version is different than the English version, the English version will control. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this grant or the Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of Utah and agree that such litigation shall be conducted only in the courts of Utah, Fourth District, or the federal courts for the United States for the 10th Circuit, and no other courts, where this grant is made and/or to be performed. h) The Company may, in its sole discretion, decide to deliver any documents related to the RSUs granted under and participation in the Plan or future RSUs that may be granted under the Plan by electronic means or to request Grantee’s consent to participate in the Plan by electronic means. Grantee hereby consents to receive such documents by electronic delivery and, if requested, agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company. i) The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

General Provisions. (a) This Agreement will shall be governed by the internal substantive laws, but not laws of the choice State of law rules of UtahGeorgia. This Agreement represents the entire agreement between the parties with respect to the issuance ownership of the Shares to Company’s common stock by the EmployeeShareholder and may only be modified or amended in writing signed by both parties. (b) The Shareholder shall only have those information rights provided for under Georgia law. (c) Any notice, demand or request required or permitted to be given by either the Company or the Employee Shareholder pursuant to the terms of this Agreement will must be in writing and will shall be deemed given when delivered personally or deposited in the U.S. mail, First Class first class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writing. Alternatively, notice may be provided by e-mail to the address specified below (or such other e-mail address as a party may provide to the other party). (cd) The rights and benefits of the Company under this Agreement will shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder will shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. The rights and obligations of the Shareholder under this Agreement may only be assigned with the prior written consent of the Board (excluding the Shareholder) and any purported transfer otherwise shall be null and void. (de) Either party’s failure to enforce any provision or provisions of this Agreement will shall not in any way be construed as a waiver of any such provisionprovision or provisions, nor prevent that party thereafter from thereafter enforcing any each and every other provision of this Agreement. The rights granted both parties hereunder under this Agreement are cumulative and will shall not constitute a waiver of either party’s right to assert any all other legal remedy remedies available to itit under the circumstances. (ef) The Employee Shareholder agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. (fg) THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALLThe Shareholder has reviewed this Agreement in its entirety, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIMEhas had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of this Agreement. (h) As used in this Agreement, WITH OR WITHOUT CAUSEthe word “including” means “including, without limitation” in each instance.