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 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 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. (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 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. (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. (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. (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 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 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 Agreement The Corporation shall at all times during the term of the Option reserve and keep available such number of Shares as will be governed sufficient to satisfy the requirements of this Option Agreement, shall pay all fees and expenses necessarily incurred by the internal substantive lawsCorporation in connection therewith, but not and shall use its best efforts to comply with all laws and regulations which, in the choice reasonable opinion of law rules of Utah. This Agreement represents the entire agreement between the parties with respect counsel to the issuance of the Shares to the EmployeeCorporation, are applicable thereto. (b) This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. (c) Any notice, demand or request required or permitted notice to be given hereunder by either the Company or the Employee pursuant party to the terms of this Agreement will other shall be in writing and will shall be deemed given when delivered personally either by personal delivery, facsimile or deposited in the U.S. by mail, First Class with registered or certified, postage prepaid, and return receipt requested, or by overnight delivery addressed to the parties other party at the respective addresses of the parties or facsimile numbers set forth below their signatures to this Agreement, or at the end of this Agreement or such any other address or facsimile number as a such party may request by notifying the other hereafter specify in writing. (cd) The rights of the Company under No amendments or modifications to this Agreement will shall be transferable to any one or more persons or entities, binding unless made in writing and all covenants and agreements hereunder will inure to the benefit of, and be enforceable signed by the Company’s successors and assignsparties hereto. (de) Either party’s failure to enforce The waiver by either party of a breach of any term or provision of this Agreement will shall not in any way operate or be construed as a waiver of any such provision, nor prevent that party from thereafter enforcing a subsequent breach of the same provision or of the breach of any other term or 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) As used herein, the masculine gender shall include the feminine and the neuter genders, the neuter shall include the masculine and the feminine genders, the singular shall include the plural, and the plural shall include the singular. (g) The headings in this Agreement are solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement. (h) The invalidity or enforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. (i) NEITHER THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT PLAN NOR THIS AGREEMENT AND SHALL BE (1) CONSTRUED AS GIVING THE TRANSACTIONS CONTEMPLATED HEREUNDER DO PARTICIPANT THE RIGHT TO BE RETAINED IN THE EMPLOY OF THE CORPORATION OR ANY SUBSIDIARY THEREOF OR TO BE ENTITLED TO ANY REMUNERATION OR BENEFITS NOT CONSTITUTE AN EXPRESS SET FORTH IN THE PLAN OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD THIS AGREEMENT OR AT ALL, AND SHALL NOT (2) INTERFERE WITH EMPLOYEE’S OR LIMIT THE RIGHT OF THE CORPORATION OR ANY SUBSIDIARY THEREOF TO MODIFY THE COMPANY’S RIGHT TO TERMS OF OR TERMINATE EMPLOYEE’S THE PARTICIPANT'S EMPLOYMENT WITH THE COMPANY AT ANY TIME, TIME WITH OR WITHOUT CAUSE.

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) 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. (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 contains the entire agreement between me and SOHU with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings related to the subject matter hereof, whether written or oral. This Agreement may not be modified except by written agreement signed by SOHU and me. (b) This Agreement will be governed by and construed and enforced in accordance 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 laws of the Shares to the Employee. (b) Any notice, demand or request required or permitted to be given by either the Company or State of New York if the Employee pursuant to is not a citizen of the terms People’s Republic of China (the “PRC”), and in accordance with the laws of the PRC if the Employee is a citizen of the PRC, in each case exclusive of such jurisdiction’s principles of conflicts of law. If, under the applicable law, any portion of this Agreement will is at any time deemed to be in writing and conflict with any applicable statute, rule, regulation or ordinance, such portion will be deemed given when delivered personally to be modified or deposited in altered to conform thereto or, if that is not possible, to be omitted from this Agreement; the U.S. mailinvalidity of any such portion will not affect the force, First Class with postage prepaid, effect and addressed to validity of the parties at the addresses remaining portion hereof. Each of the parties set forth hereto irrevocably (i) agrees that any dispute or controversy arising out of, relating to, or concerning any interpretation, construction, performance or breach of this Agreement, shall be settled by arbitration to be held in Hong Kong under the UNCITRAL Arbitration Rules in accordance with the HKIAC Procedures for the Administration of International Arbitration in force at the end date of this Agreement (the “Arbitration Rules”), (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such other address as a arbitration, and (iii) submits to the exclusive jurisdiction of Hong Kong in any such arbitration. There shall be one arbitrator, selected in accordance with the Arbitration Rules. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. The parties to the arbitration shall each pay an equal share of the costs and expenses of such arbitration, and each party may request by notifying shall separately pay for its respective counsel fees and expenses; provided, however, that the other prevailing party in writingany such arbitration shall be entitled to recover from the non-prevailing party its reasonable costs and attorney fees. (c) The rights In the event that any provision of the Company under this Agreement is determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time, over too large a geographic area, over too great a range of activities, it will be transferable interpreted to any one extend only over the maximum period of time, geographic area or more persons or entities, and all covenants and agreements hereunder will inure range of activities as to the benefit of, and which it may be enforceable by the Company’s successors and assignsenforceable. (d) Either party’s failure to enforce If, after application of paragraph (c) above, any provision of this Agreement will be determined to be invalid, illegal or otherwise unenforceable by any court of competent jurisdiction, the validity, legality and enforceability of the other provisions of this Agreement will not in any way be construed as a waiver of any such provisionaffected thereby. Any invalid, nor prevent that party from thereafter enforcing any other illegal or unenforceable provision of this Agreement. The rights granted both parties hereunder are cumulative Agreement will be severed, and after any such severance, all other provisions hereof will not constitute a waiver of either party’s right to assert any other legal remedy available to itremain in full force and effect. (e) The Employee agrees upon request SOHU and I agree that either of us may waive or fail to execute enforce violations of any further documents part of this Agreement without waiving the right in the future to insist on strict compliance with all or instruments necessary or desirable to carry out the purposes or intent parts 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 ALLMy obligations under this Agreement will survive the termination of my employment with SOHU regardless of the manner of or reasons for such termination, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIMEand regardless of whether such termination constitutes a breach of any other agreement I may have with SOHU. My obligations under this Agreement will be binding upon my heirs, WITH OR WITHOUT CAUSEexecutors and administrators, and the provisions of this Agreement will inure to the benefit of the successors and assigns of SOHU. (g) I agree and acknowledge that the rights and obligations set forth in this Agreement are of a unique and special nature and necessary to ensure the preservation, protection and continuity of SOHU’s business, employees, Confidential Information, and intellectual property rights. Accordingly, SOHU is without an adequate legal remedy in the event of my violation of any of the covenants set forth in this Agreement. I agree, therefore, that, in addition to all other rights and remedies, at law or in equity or otherwise, that may be available to SOHU, each of the covenants made by me under this Agreement shall be enforceable by injunction, specific performance or other equitable relief, without any requirement that SOHU have to post a bond or that SOHU have to prove any damages.

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. 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. 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 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 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. (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 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 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. (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 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 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. (a) This Agreement will be governed by and under the internal substantive lawslaws of the State of New York, but not the choice without giving effect to conflicts of law principles. If any provision hereof is found to be 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) The parties agree that any dispute arising under or with respect to or in connection with this Agreement, whether during the term of this Agreement or at any subsequent time, shall be resolved fully and exclusively by binding arbitration in accordance with the commercial rules then in force of Utahthe American Arbitration Association with the proceedings taking place in New York, New York before a panel of three (3) arbitrators, each with at least 10 years experience in the securities industry. The arbitrators shall not alter the terms of this Agreement or any related agreement. (c) 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. (bd) 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. (d) Either party’s failure to enforce ; provided, however, that any provision assignment by either party of its rights under this Agreement without the written consent of the other party 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 itvoid. (e) 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. (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 headings of the Sections, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIMEparagraphs 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, WITH OR WITHOUT CAUSEunless otherwise indicated, are references to sections of this Agreement. (g) 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.

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 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) 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 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 Restricted Stock Agreement will shall be governed by the internal substantive laws, but not laws of the choice State of law rules of UtahCalifornia. This Restricted Stock Agreement represents the entire agreement between the parties with respect to the issuance purchase of Restricted Shares by you and may only be modified or amended in writing signed by you and the Shares to the EmployeeCompany. (b) Any notice, demand demand, or request required or permitted to be given by either the Company or the Employee you pursuant to the terms of this Restricted Stock 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 Restricted Stock 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 Restricted Stock 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. Your rights and obligations under this Restricted Stock 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 Restricted Stock 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 Restricted Stock 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 You agree upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Restricted Stock 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 Restricted Stock Agreement may be executed in any number of 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 of which shall be an original and all of which together shall constitute one instrument.

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 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 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 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 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 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. 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. 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 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 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) 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 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 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) 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. (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 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) 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 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 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 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 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. (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 contains the entire agreement between me and Changyou with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings related to the subject matter hereof, whether written or oral; provided however, that this Agreement shall not supersede (i) the Trade Secret and Confidentiality Agreement dated as of and (ii) the Non-Compete Agreement date as of , each between Beijing AmazGame Age Internet Technology Co., Ltd., a company incorporated in the People’s Republic of China (the “Beijing AmazGame”), and me (collectively, the “Beijing AmazGame Agreements”), and (iii) the Employee Obligations Agreement between Changyou and me as in effect prior to the date hereof (the “Prior Employee Obligations Agreement”), which shall continue with full force and effect with respect to, or arising in connection with, all of the subject matters thereof through the date immediately prior to the date hereof, provided, however that in the event of a conflict between any provision of this Agreement and any provision of either of the Beijing AmazGame Agreements or any provision of the Prior Employee Obligations Agreement, the provision of this Agreement shall prevail. This Agreement may not be modified except by a written agreement signed by Changyou and me. (b) This Agreement will be governed by and construed in accordance with the internal substantive laws, but not laws of the choice State of New York without regard to the conflicts of law rules principles thereof. At the option of Utah. This the party initiating the claim, any dispute, controversy or claim arising out of or relating to this Agreement represents may be settled by arbitration to be held in the entire agreement between Hong Kong S.A.R. under the parties Hong Kong International Arbitration Centre Administered Arbitration Rules (the “Arbitration Rules”) in force when a Notice of Arbitration with respect to thereto is submitted in accordance with the issuance Arbitration Rule. The award rendered in such an arbitration proceeding will be final and binding and judgment on the award rendered may be entered in any court having jurisdiction over the parties. The number of arbitrators will be three, one of whom will be appointed by the party asserting a claim against the other party or parties, one of whom will be appointed by the party or parties (acting together), as the case may be, against whom a claim has been asserted, and the third of whom will be selected by mutual agreement, if possible, within thirty days after the selection of the Shares second arbitrator. The language of the arbitration will be Mandarin Chinese and any foreign language documents presented at such arbitration will be accompanied by a Mandarin Chinese translation thereof that shall be prepared at the expense of the party seeking to present such document. Any award of the Employee. arbitrators (bi) Any noticewill be in writing, demand (ii) will state the reasons upon which such award is based and (iii) may include an award of costs, including reasonable attorneys’ fees and disbursements. The arbitrators will have no authority to award punitive damages or request required any other damages not measured by the prevailing party’s actual damages, and may not, in any event, make any ruling, finding or permitted to be given by either the Company or the Employee pursuant award that does not conform to the terms and conditions of this Agreement will be in writing and will be deemed given when delivered personally or deposited in Agreement. Notwithstanding the U.S. mailforegoing, First Class with postage prepaid, and addressed any party may apply to any court having jurisdiction over the parties at to obtain injunctive relief in order to maintain the addresses of status quo until such time as an arbitration award may be rendered or the parties set forth at the end of this Agreement dispute, controversy or such other address as a party claim may request by notifying the other in writingbe otherwise resolved. (c) The rights In the event that any provision of the Company under this Agreement is determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time, over too large a geographic area, or over too great a range of activities, it will be transferable interpreted to any one extend only over the maximum period of time, geographic area or more persons or entities, and all covenants and agreements hereunder will inure range of activities as to the benefit of, and which it may be enforceable by the Company’s successors and assignsenforceable. (d) Either party’s failure to enforce If, after application of paragraph (c) above, any provision of this Agreement will be determined to be invalid, illegal or otherwise unenforceable by any court of competent jurisdiction, the validity, legality and enforceability of the other provisions of this Agreement will not in any way be construed as a waiver of any such provisionaffected thereby. Any invalid, nor prevent that party from thereafter enforcing any other illegal or unenforceable provision of this Agreement. The rights granted both parties hereunder are cumulative Agreement will be severed, and after any such severance, all other provisions hereof will not constitute a waiver of either party’s right to assert any other legal remedy available to itremain in full force and effect. (e) The Employee agrees upon request Changyou and I agree that either of us may waive or fail to execute enforce violations of any further documents part of this Agreement without waiving the right in the future to insist on strict compliance with all or instruments necessary or desirable to carry out the purposes or intent parts 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 ALLMy obligations under this Agreement will survive the termination of my employment with Changyou regardless of the manner of or reasons for such termination, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIMEand regardless of whether such termination constitutes a breach of any other agreement I may have with Changyou. My obligations under this Agreement will be binding upon my heirs, WITH OR WITHOUT CAUSEexecutors and administrators, and the provisions of this Agreement will inure to the benefit of the successors and assigns of Changyou. (g) I agree and acknowledge that the rights and obligations set forth in this Agreement are of a unique and special nature and necessary to ensure the preservation, protection and continuity of Changyou’s business, employees, Confidential Information, and intellectual property rights. Accordingly, Changyou is without an adequate legal remedy in the event of my violation of any of the covenants set forth in this Agreement. I agree, therefore, that, in addition to all other rights and remedies, at law or in equity or otherwise, that may be available to Changyou, each of the covenants made by me under this Agreement shall be enforceable by injunction, specific performance or other equitable relief, without any requirement that Changyou post a bond or that Changyou prove any damages.

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. (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. 15.1 Accounting may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. You shall not permit Users to access or use Accounting in a U.S.-embargoed country or in violation of any U.S. export law or regulation. 15.2 Neither party may assign any of its rights or obligations under this Agreement without the other party’s prior written consent (anot to be unreasonably withheld) except that either party may assign this Agreement in its entirety, without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favour of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such a termination, we will refund to you any prepaid fees covering the remainder of the term of all subscriptions. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns. This agreement is personal to you and may not be transferred, assigned, subcontracted, licensed, charged or otherwise dealt with or disposed of (whether in whole or in part) by you without our prior written consent. We may transfer, assign, subcontract, license, charge or otherwise deal with or dispose of (whether in whole or in part) this agreement at any time without your consent. 15.3 Other than the third parties referred to in Schedule 1, there are no other third-party beneficiaries under this Agreement. Except as expressly set out in this Agreement, a person who is not a party to this Agreement will have no rights to enforce any terms of this Agreement. 15.4 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 understanding between the parties with respect to their subject matter and supersedes all prior agreements, negotiations and discussions between the issuance of the Shares parties relating to the Employeethem. Each party agrees that it has not relied on any representations or statements in entering into this Agreement which are not set out expressly in it, except this does not exclude a party’s liability for fraud. (b) Any notice, demand 15.5 If a court or request required or permitted to be given by either the Company or the Employee pursuant to the terms of similar body decides that any wording in this Agreement will cannot be in writing and will be deemed given when delivered personally or deposited in the U.S. mailenforced, 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 that decision will not in any way be construed as a waiver of any such provision, nor prevent that party from thereafter enforcing any other provision affect the rest of this Agreement. The If the unenforceable wording could be enforced if part of it is deleted, the parties will treat the relevant part of the wording as if deleted. 15.6 Each party is an independent contractor and neither party will represent itself as agent, servant, franchisee, joint venturer or legal partner of the other. 15.7 If a party fails to, or delay in, exercising any rights granted both parties hereunder are cumulative and under this Agreement, that will not constitute a waiver of either party’s right to assert any other legal remedy available to itmean that those rights cannot be exercised in the future. (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 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 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 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 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 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 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 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 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 be governed The failure of the Collateral Agent or any Lender to exercise, or any delay in exercising, any right, power or remedy hereunder, shall not operate as a waiver thereof, nor shall any single or partial exercise by the internal substantive lawsCollateral Agent or any Lender of any right, but power or remedy hereunder preclude any other or future exercise thereof, or the exercise of any other right, power or remedy. The remedies herein provided are cumulative and are not the choice exclusive of any remedies provided by law rules of Utah. This Agreement represents the entire agreement between the parties with respect to the issuance of the Shares to the Employeeor any other agreement. (b) Any noticeThe representations, demand or request required or permitted to be given by either covenants and agreements of Pledgor herein contained shall survive the Company or date hereof; provided, however, that only Sections 13 and 15 shall survive after 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 writingFinal Date. (c) The rights of Neither this Pledge Agreement nor the Company under this provisions hereof can be changed, waived or terminated unless any such change, waiver or termination shall be in writing, signed by the parties hereto. This Pledge Agreement will shall be transferable to any one or more persons or entities, binding upon and all covenants and agreements hereunder will inure to the benefit ofof the parties hereto, and their respective successors, legal representatives and assigns. If any provision of this Pledge Agreement shall be invalid or unenforceable in any respect or in any jurisdiction, the remaining provisions shall remain in full force and effect and shall be enforceable to the maximum extent permitted by the Company’s successors and assignslaw. (d) Either party’s failure to enforce any provision This Pledge Agreement may be executed in counterparts, each of this Agreement will not in any way be construed as a waiver which shall constitute an original but all of any such provisionwhich, nor prevent that party from thereafter enforcing any other provision of this Agreement. The rights granted both parties hereunder are cumulative and will not when taken together, shall constitute a waiver of either party’s right to assert any other legal remedy available to itone instrument. (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 VALIDITY OF THIS PLEDGE AGREEMENT AND THE OTHER LOAN DOCUMENTS, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, AND THE RIGHTS OF THE PARTIES HERETO AND THERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEW YORK. THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS PLEDGE AGREEMENT MAY BE TRIED AND LITIGATED IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK. PLEDGOR, COLLATERAL AGENT AND LENDER WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE LOAN AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALLDUTY CLAIMS, AND SHALL NOT INTERFERE ALL OTHER COMMON LAW OR STATUTORY CLAIMS. BORROWER AND LENDER REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH EMPLOYEE’S RIGHT OR LEGAL COUNSEL. IN THE COMPANY’S RIGHT EVENT OF LITIGATION, A COPY OF THIS PLEDGE AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH A TRIAL BY THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSECOURT.

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) 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) 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, but not the choice of law rules of Utah. . (b) This Agreement represents and the Plan 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 and the Plan. 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 RESTRICTED STOCK SUBJECT TO THIS AWARD IS EARNED BY CONTINUING EMPLOYMENT WITH THE COMPANY (OR A SUBSIDIARY) THROUGH THE APPLICABLE VESTING DATES, PURSUANT TO SECTION 3(a) HEREOF, AS AN “AT WILL” EMPLOYEE OF THE COMPANY (OR A SUBSIDIARY) AND NOT THROUGH THE ACT OF BEING HIRED OR ACQUIRING RESTRICTED 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) The provisions of this Agreement shall apply, to the full extent set forth herein with respect to the Restricted Shares, to any and all shares of capital stock or other securities of the Company or a Subsidiary which may be issued in respect of, in exchange for, or in substitution of the Restricted Shares, and shall be appropriately adjusted for any way stock dividends, splits, reverse splits, combinations, recapitalizations and the like occurring after the date hereof. (i) This Agreement may be construed as a waiver executed in two or more counterparts, each of any such provisionwhich shall be deemed an original, nor prevent that party from thereafter enforcing any but all of which together shall constitute one and the same instrument. Facsimiles or other provision electronic signatures (including PDFs) shall be deemed an original. (j) 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. (ek) 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. (fl) 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. The Participant has reviewed the Plan in its entirety, 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 or this Agreement by the Committee. (m) With respect to all Restricted Shares, the Participant shall be entitled to receive payment on the applicable payment date to shareholders of all cash dividends declared by the Company.

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 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. Xxxxx Xxxxxxx /s/ Xxxxx Xxxxxxx Signature Signature Xxxxx Xxxxxxx 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 UtahNew York. This Agreement represents Agreement, including the Exhibits hereto, represent the entire agreement between the parties with respect to the issuance of Company’s option to purchase the Shares to the EmployeeShares. (b) 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 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 Shareholder 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 Shareholder agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. (f) SHAREHOLDER 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 COMMENCEMENT OF PHASE I CLINICAL TRIALS. 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 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. By Shareholder’s signature below, Shareholder 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 Shareholder 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. Shareholder agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under this Agreement. Shareholder further agrees to notify the Company upon any change in the residence indicated in the Notice of Grant. SHAREHOLDER FERMAVIR PHARMACEUTICALS, INC. Signature Signature Printed Name Printed Name Title FOR VALUE RECEIVED I, Xxxxx XxXxxxxx, hereby sell, assign and transfer unto _______________ ( ) shares of the Common Stock of FermaVir Pharmaceuticals, 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 Option Agreement between said corporation and the undersigned dated _________________, 2006. 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 Shareholder. ____________________, 2006 FERMAVIR PHARMACEUTICALS, INC. Attn: Secretary Dear____________: As Escrow Agent for both FermaVir Pharmaceuticals, Inc., a Florida corporation (the “Company”), and the undersigned purchaser of stock of the Company (the “Shareholder”), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Restricted Stock Purchase 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 Shareholder 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. Shareholder 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. Shareholder 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 Shareholder does hereby irrevocably constitute and appoint you as Shareholder’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, Shareholder shall exercise all rights and privileges of the Company while the stock is held by you. 4. Upon written request of the Shareholder, but no more than once per calendar year, unless the Company’s repurchase option has been exercised, you will deliver to Shareholder a certificate or certificates representing so many shares of stock as are not then subject to the Company’s repurchase option. Within one hundred twenty (120) days after cessation of Shareholder’s continuous employment by or services to the Company, or any parent or subsidiary of the Company, you will deliver to Shareholder 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 Shareholder, you shall deliver all of the same to Shareholder 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 Shareholder 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.

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) In performing the Services and/or providing the Goods, demand Seller will at all times constitute an independent contractor and not an employee of Buyer. Seller will exercise its own reasonable discretion in determining how Seller provides the Goods and/or performs the Services. (f) If Seller provides the Goods and/or performs the Services at sites not belonging to Seller or request required its affiliates(s), then Buyer will not ask Seller or permitted Seller’s (g) 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. (h) 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 Seller remains responsible for the performance of such independent contractors. (i) 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.(j) 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.GOODS AND SERVICES HEREUNDER ARE NOT SOLD OR INTENDED FOR USE IN ANY NUCLEAR OR NUCLEAR (ek) The Employee agrees upon request 1980 United Nations Convention on Contracts for the International Sale of Goods does not apply to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. (fl) 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 ALLIf any provision of the Agreement is invalid under any statute or rule of law, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIMEsuch provision, WITH OR WITHOUT CAUSEto that extent only, shall be deemed to be omitted without affecting the validity of the remainder of the Agreement.

General Provisions. (a) This Agreement will Assignment 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. . This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of the Assignment. THIS ASSIGNMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. Each of the parties identified on Schedule 1 hereto as obligors and each other party that becomes a party hereto as an obligor pursuant to the joinder provisions set forth below (dtogether with their respective successors and assigns, collectively, “Obligors” and, individually, “Obligor”) Either partyhereby unconditionally jointly and severally promises to pay, on demand, to the order of each applicable Payee (as defined below), in lawful money of the United States of America, at such location in the United States of America as the applicable Payee shall from time to time designate, all amounts as may be owing from time to time by each such Obligor to each party identified on Schedule 1 hereto as a payee and each other party that becomes a party hereto as a payee pursuant to the joinder provisions set forth below (together with their respective successors and assigns, collectively, “Payees” and, individually, “Payee”), whether owing in consideration of loans, advances and other extensions of credit, together with interest thereon at such rate as may be agreed upon from time to time. Each Obligor shall pay all amounts owing under this Master Intercompany Note (this “Note”) to any Payee on demand of such Payee. Each Payee may make demand for all or any subset of the amounts owing under this Note, by all Obligors or any Obligor, without the consent or permission of any other Payee or any Obligor. Upon the commencement of any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, receivership or liquidation or similar proceeding of any jurisdiction relating to any Obligor, all amounts owed by such Obligor to each Payee shall become immediately due and payable without presentment, demand, protest or notice of any kind in connection with this Note. All payments under this Note shall be made without setoff, counterclaim or deduction of any kind. Any amount owing by any Obligor to any Payee shall not be reduced in any way by any outstanding obligations of the Payee to such Obligor, whether such obligations are monetary or otherwise. Each Payee is hereby authorized to record all amounts owing by the Obligors to such Payee, all of which shall be evidenced by this Note, and all repayments thereof, in its books and records in accordance with its usual practice, such books and records constituting prima facie evidence of the accuracy of the information contained therein; provided, however, that the failure of any Payee to record such information shall not affect any Obligor’s failure to enforce obligations. Each Obligor hereby waives diligence, presentment, demand, protest and notice of any kind whatsoever. No delay on the part of any Payee in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or remedy preclude any other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement will not Note shall in any way event be effective against any Payee or Obligor unless the same shall be in writing and signed and delivered by such party. This Note shall be construed as a waiver separate agreement with respect to each Payee and Obligor and may be amended, modified, supplemented, waived or released with respect to any Payee or Obligor without the approval of any such provision, nor prevent that other party from thereafter enforcing and without affecting the obligations of any other provision party hereunder. Upon execution and delivery after the date hereof by . any subsidiary of Affinia Group Intermediate Holdings Inc., a Delaware corporation (together with its successors and assigns, “Parent”) that is required to pledge this AgreementNote pursuant to the Noteholder Security Documents (as hereinafter defined) and the Revolving Facility Security Documents (as hereinafter defined), of a joinder agreement in substantially the form attached hereto as Exhibit A, together with an updated Schedule 1 hereto, such subsidiary shall become a Payee or Obligor, or both, as applicable hereunder with the same force and effect as if originally named as such hereunder. The rights granted both and obligations of each Payee and Obligor hereunder shall remain in full force and effect notwithstanding the addition of any new party as a party to this Note. This Note shall be pledged and delivered by the Payees to the Noteholder Collateral Agent (as hereinafter defined) and the Credit Agreement Agent (as hereinafter defined), for the benefit of the secured parties hereunder are cumulative under the Noteholder Security Documents (as defined in the Subordination Agreement referred to below) and will not constitute a waiver the Revolving Facility Security Documents (as defined in the Subordination Agreement referred to below) and subject to the terms and conditions set forth in the Lien Subordination and Intercreditor Agreement, dated as of either party’s right the date hereof (as the same may from time to assert any other legal remedy available time be amended, restated, supplemented or otherwise modified, the “Subordination Agreement”), among Bank of America, N.A. (the “Credit Agreement Agent”), Wilmington Trust FSB (the “Noteholder Collateral Agent”), Parent, Affinia Group Inc., and each of the subsidiaries of Affinia Group Inc. party thereto. Each Payee hereby acknowledges and agrees that the Noteholder Collateral Agent, pursuant to it. the Subordination Agreement, may exercise all rights provided therein with respect to this Note for so long as the Subordination Agreement remains in effect. NOTWITHSTANDING ANY PROVISION OF THIS NOTE TO THE CONTRARY, THE INDEBTEDNESS EVIDENCED BY THIS NOTE THAT IS OWED BY ANY CREDIT PARTY (eAS DEFINED IN THE CREDIT AGREEMENT) 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) SHALL BE SUBORDINATE AND JUNIOR IN RIGHT OF PAYMENT TO THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT REVOLVING FACILITY OBLIGATIONS AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT NOTEHOLDER OBLIGATIONS (EACH AS AN EMPLOYEE FOR ANY PERIOD OR AT ALLDEFINED IN THE SUBORDINATION AGREEMENT), AND SHALL ANY RENEWAL OR EXTENSION THEREOF, INCLUDING WITHOUT LIMITATION PRINCIPAL AND INTEREST PAYMENTS HEREUNDER (INCLUDING ANY INTEREST ACCRUING SUBSEQUENT TO THE COMMENCEMENT OF BANKRUPTCY, INSOLVENCY OR SIMILAR PROCEEDINGS WITH RESPECT TO ANY PAYOR, WHETHER OR NOT INTERFERE WITH EMPLOYEE’S RIGHT ALLOWED IN SUCH PROCEEDINGS) MAY ONLY BE MADE TO THE EXTENT NOT PROHIBITED BY THE NOTEHOLDER DOCUMENTS OR THE COMPANY’S RIGHT REVOLVING FACILITY DOCUMENTS (EACH AS DEFINED IN THE SUBORDINATION AGREEMENT). AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT UNDER THE INDENTURE OR THE CREDIT AGREEMENT, NO OBLIGOR THAT IS A CREDIT PARTY SHALL MAKE ANY PAYMENT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH ANY PAYEE OF ANY NATURE WHATSOEVER ON OR IN RESPECT OF THIS NOTE UNTIL ALL OF THE COMPANY AT REVOLVING FACILITY OBLIGATIONS AND ALL OF THE NOTEHOLDER OBLIGATIONS, AS APPLICABLE, OF ALL OBLIGORS SHALL HAVE BEEN SATISFIED IN FULL IN CASH (OTHER THAN (A) CONTINGENT INDEMNIFICATION OBLIGATIONS FOR WHICH NO DEMAND FOR PAYMENT HAS BEEN MADE THAT BY THE TERMS OF THE CREDIT DOCUMENTS EXPRESSLY SURVIVE THE TERMINATION OF THE DOCUMENTS (AS DEFINED IN THE SUBORDINATION AGREEMENT) AND (B) OBLIGATIONS AND LIABILITIES UNDER QUALIFIED SECURED CASH MANAGEMENT AGREEMENTS AND QUALIFIED SECURED HEDGING AGREEMENTS (EACH AS DEFINED IN THE CREDIT AGREEMENT) AS TO WHICH ARRANGEMENTS SATISFACTORY TO THE APPLICABLE PARTY TO SUCH AGREEMENTS SHALL HAVE BEEN MADE) AND NO PAYEE WILL ACCEPT OR ENFORCE ANY TIMEPAYMENT DUE HEREUNDER (INCLUDING BY WAY OF SETOFF) NOR COMMENCE ANY ACTION TO TAKE POSSESSION OF, WITH SELL OR WITHOUT CAUSEOTHERWISE REALIZE (JUDICIALLY OR NON-JUDICIALLY) UPON ANY COLLATERAL THEREFORE, IF ANY. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

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 applicable to the Employeecontracts made and performed in such state, without regard to principles of conflicts of laws. (b) Any This Agreement and its Exhibits contains the entire agreement between Employee and the Company, and is the complete, final, and exclusive embodiment of their agreement with regard to this subject matter. Employee and the Company each acknowledge and represent that this Agreement is entered without reliance on any promise or representation other than those expressly contained herein and that this Agreement cannot be modified except in a writing signed by both parties. (c) Except as otherwise specified herein, 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. mailMail, First Class with postage prepaid, and addressed to the parties Company at its then current principal office and to Employee 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 listed for him on the Company’s successors and assigns's payroll. (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 agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes purpose 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 ALLIn the event of any litigation concerning 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 TIMEthe prevailing party shall be entitled to a reasonable sum for attorney's fees, WITH OR WITHOUT CAUSE.costs, and litigation expenses, whether or not such action is prosecuted to judgment. "Prevailing Party" includes without limitation a party who agrees to dismiss an action upon payment by the other party of sums allegedly due or performance of the covenants allegedly breached, or who obtains substantially the relief sought by that party. In the event that the Company is the prevailing Party, the Company shall also be entitled to reasonable costs associated with the collection of the Loan. 3

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. 12.1 If Foundation becomes aware of any conflict between the terms of this Membership Agreement and the Cooperative Agreement, then (a) Foundation will promptly notify Member of the conflict, and (b) seek to amend the Membership Agreement to address the conflict. 12.2 If any provision of this Membership Agreement is deemed to be invalid, illegal or unenforceable by any court of competent jurisdiction, such provision will be deemed amended to conform to applicable laws of such jurisdiction so as to be valid and enforceable or, if it cannot be so amended without materially altering the intention of the Parties, it will be stricken and the remainder of this Membership Agreement will remain in full force and effect. 12.3 Any notices required to be given under this Membership Agreement must be delivered: (a) in person; (b) by registered, express, or certified mail, postage prepaid, return receipt requested; or (c) by a generally recognized courier or messenger service that obtains the addressee’s written acknowledgement of receipt. Documents are deemed delivered when actually delivered to or delivery is refused at the address set forth below for notices. Any Party can furnish, from time to time, replacement addresses for notices. 12.4 This Membership Agreement will be governed by binding upon and inure to the internal substantive laws, but not benefit of the choice of law rules of UtahParties. This Membership Agreement represents will not be assigned or transferred by a Party, in whole or in part to any third party without the prior written consent of the other Party, which consent will not be unreasonably withheld, except that Foundation may assign this Membership Agreement to the New York Center for Research, Economic Advancement, Technology, Engineering and Science Corporation (d/b/a NY CREATES). 12.5 Member shall not use in any advertising, promotional, or sales literature the name or logo of AIM Photonics or Foundation without prior written consent of Foundation. Member hereby grants Foundation the right to use Member’s name and/or logo for the sole purpose of indicating that the Member is a member of AIM Photonics. The Parties will agree in writing prior to releasing any press release or other public statement relating to the subject matter of this Membership Agreement. 12.6 This Membership Agreement, the AIM Photonics Bylaws and any addendums to this Membership Agreement (if applicable), embody the entire agreement between understandings of the parties Parties with respect to the issuance subject matter of this Membership Agreement and will supersede all previous communications, representations or understandings, either oral or written between the Shares Member and Foundation relating 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 subject matter 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 Membership 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 ALL12.7 This Membership Agreement may be executed in any number of counterparts which, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIMEwhen taken together, WITH OR WITHOUT CAUSEwill constitute one original, and photocopy, facsimile, electronic, or other copies shall have the same effect for all purposes as an ink-signed original. Each Party hereto consents to be bound by photocopy, facsimile or electronic signatures of such Party’s representative hereto.

General Provisions. (a) This Agreement will be governed by the internal substantive lawsExcept as specifically set forth herein, but not the choice of law rules of Utah. This Agreement represents the entire agreement between the parties with respect no other changes or modifications to the issuance Loan Agreement are intended or implied, and in all other respects the Loan Agreement and the Other Agreements remain in full force and effect in accordance with their respective terms as of the Shares to the Employeedate hereof. (b) Any notice, demand or request required or permitted to be given by either This Amendment and Waiver shall become effective as of the Company or the Employee pursuant to the terms Effective Date upon Agent’s receipt of an original of this Agreement will Amendment and Waiver duly executed by each Loan Party. This Amendment and Waiver shall be in writing binding upon 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, of each of the parties hereto and be enforceable by the Company’s their respective successors and assigns. (c) This Amendment and Waiver may be executed in any number of counterparts, all of which counterparts, when taken together, shall constitute one and the same instrument. (d) Either party’s failure This Amendment and Waiver and the rights and obligations hereunder of each of the parties hereto shall be governed by, and interpreted and determined in accordance with, the laws of the State of New York, without giving effect to enforce any provision conflicts of this Agreement will not in any way be construed as a waiver laws principles that would provide for the application of the law 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 itjurisdiction. (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 AgreementWITHOUT LIMITING ANYTHING CONTAINED IN THE LOAN AGREEMENT, TO THE EXTENT LEGALLY PERMISSIBLE, EACH PARTY HERETO WAIVES ALL RIGHT TO TRIAL BY JURY AND ANY LITIGATION RELATING TO TRANSACTIONS UNDER THIS AMENDMENT AND WAIVER, THE LOAN AGREEMENT OR ANY OTHER AGREEMENT, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. (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 CAUSEThis Amendment and Waiver constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and may not be amended or modified except in writing.

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.. 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: ROXIO, 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 Roxio, 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. (a1) This Agreement will shall be governed by the internal substantive laws, but not laws of the choice State of California without reference to its conflict of law rules of Utahprovisions. This Agreement represents the entire agreement between the parties with respect to the issuance current purchase of Common Stock by the Purchaser, may only be modified or amended by a 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. (b2) 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. (c3) 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. Purchaser may only transfer Restricted Shares or interests therein as permitted by this Agreement. (d4) 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. (e5) The Employee agrees Both parties agree upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. (f6) The Purchaser understands that he (and not the Company) shall be responsible for his own federal, state, local 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 his agents, with regard to all such tax matters. The Purchaser has notified the Company in writing that the Purchaser is filing an election pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, with the Internal Revenue Service. The Purchaser will provide a copy of such filing to the Company. (7) THE EMPLOYEE ACKNOWLEDGES AND AGREES PURCHASER UNDERSTANDS THAT THE 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 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 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) This Agreement will be governed The failure of Lender to exercise or delay in exercising any right, power or remedy hereunder, shall not operate as a waiver thereof, nor shall any single or partial exercise by Lender of any right, power or remedy hereunder preclude any other or future exercise thereof, or the internal substantive lawsexercise of any other right, but power or remedy. The remedies herein provided are cumulative and are not the choice exclusive of any remedies provided by law rules of Utah. This Agreement represents the entire agreement between the parties with respect to the issuance of the Shares to the Employeeor any other agreement. (b) Any noticeThe representations, demand or request required or permitted to be given by either covenants and agreements of Pledgor herein contained shall survive the Company or date hereof; provided, however, that only Section 13 shall survive after 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 writingFinal Date. (c) The rights of Neither this Pledge Agreement nor the Company under this provisions hereof can be changed, waived or terminated unless any such change, waiver or termination shall be in writing, signed by the parties hereto. This Pledge Agreement will shall be transferable to any one or more persons or entities, binding upon and all covenants and agreements hereunder will inure to the benefit ofof the parties hereto, and their respective successors, legal representatives and assigns. If any provision of this Pledge Agreement shall be invalid or unenforceable in any respect or in any jurisdiction, the remaining provisions shall remain in full force and effect and shall be enforceable to the maximum extent permitted by the Company’s successors and assignslaw. (d) Either party’s failure to enforce any provision This Pledge Agreement may be executed in counterparts, each of this Agreement will not in any way be construed as a waiver which shall constitute an original but all of any such provisionwhich, nor prevent that party from thereafter enforcing any other provision of this Agreement. The rights granted both parties hereunder are cumulative and will not when taken together, shall constitute a waiver of either party’s right to assert any other legal remedy available to itone instrument. (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 VALIDITY OF THIS PLEDGE AGREEMENT AND THE OTHER LOAN DOCUMENTS, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, AND THE RIGHTS OF THE PARTIES HERETO AND THERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEW YORK. THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS PLEDGE AGREEMENT MAY BE TRIED AND LITIGATED IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK. PLEDGOR, COLLATERAL AGENT AND LENDER WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE LOAN AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD OR AT ALLDUTY CLAIMS, AND SHALL NOT INTERFERE ALL OTHER COMMON LAW OR STATUTORY CLAIMS. BORROWER AND LENDER REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH EMPLOYEE’S RIGHT OR LEGAL COUNSEL. IN THE COMPANY’S RIGHT EVENT OF LITIGATION, A COPY OF THIS PLEDGE AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH A TRIAL BY THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSECOURT.

General Provisions. (a) This Agreement will 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 Participant. Subject to Section 11.1 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 will prevail. Unless otherwise defined herein, the terms defined in the Plan will 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 Participant 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. The rights and obligations of the Participant 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 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.. Stock Unit Agreement Amended and Restated on February 20, 2008 (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 ALLParticipant acknowledges and agrees that the vesting of the Stock Units is earned only by continuing as a Service Provider at the will of the Company (and not through the act of being hired or purchasing Shares hereunder). Participant further acknowledges and agrees that 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 TIMEthe transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an express or implied promise of continued engagement as a Service Provider for the vesting period, WITH OR WITHOUT CAUSEfor any period, or at all, and will not interfere with the Participant’s right or the Company’s right to terminate the Participant’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. 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 the internal substantive laws, but not the choice of law rules of Utah. This Agreement represents the entire final agreement between of the parties with respect to the issuance subject matter hereof and supersedes all prior and contemporaneous understandings and agreements with respect to such subject matter. No provision of this Agreement may be amended or waived except by a writing signed by the Shares to the Employeeparties hereto. (b) Any notice, demand or request required or permitted to be given by either the Company or the Employee pursuant This Agreement shall bind and inure to the terms benefit of the respective successors and permitted assigns of each of the parties; provided, however, that (i) neither Seller nor Servicer may assign any of its rights hereunder without Purchaser’s prior written consent, given or withheld in Purchaser’s sole discretion, and (ii) Purchaser may not assign any of its obligations, rights or benefits hereunder without Seller’s prior written consent, given or withheld in Seller’s sole discretion, and only Purchaser and BOA, in its capacity as administrator of Purchaser, shall be entitled to enforce Purchaser’s rights hereunder (including any communication with Account Debtor). In no event will Purchaser assign any of its rights, obligations or benefits under this Agreement to a hedge fund, private equity firm, similar entity, noteholder or trustee of the Series D Notes. Subject to the restrictions in the preceding sentence and clause (ii) hereof, Purchaser shall have the right, without the consent of Seller or Servicer, to sell, transfer, negotiate or grant participations in all or any part of, or any interest in, Purchaser. (c) Each provision of this Agreement will 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 writing any number of counterparts and will by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaidto be an original, and addressed all of which, when taken together, shall constitute but one and the same agreement. The parties intend that faxed signatures and electronically imaged signatures such as .pdf files shall constitute original signatures and are binding on all parties. The parties agree that this Agreement, any documents to the parties at the addresses of the parties set forth at the end of be delivered pursuant to this Agreement and any notices hereunder may be transmitted between them by email and/or by facsimile. Each party agrees that this Agreement and any other documents to be delivered in connection herewith may be electronically signed. Any electronic signatures appearing on this Agreement or such other address documents are the same as a party may request by notifying handwritten signatures for the other in writing. (c) purposes of validity, enforceability, and admissibility. The rights of the Company under parties intend that faxed signatures and electronically imaged signatures such as .pdf files shall constitute original signatures and are binding on all parties. The parties agree that this Agreement, any documents to be delivered pursuant to this Agreement will and any notices hereunder may be transferable transmitted between them by email and/or by facsimile. Each party agrees that this Agreement and any other documents to any one be delivered in connection herewith may be electronically signed. Any electronic signatures appearing on this Agreement or more persons or entitiessuch other documents are the same as handwritten signatures for the purposes of validity, enforceability, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assignsadmissibility. (d) Either party’s failure Purchaser will refrain from any act or omission that could reasonably be expected to enforce any provision of this Agreement will not materially prejudice or limit in any way be construed as a waiver material respect Seller’s (A) ability to collect the amounts due hereunder or the Receivable Balance, (B) ongoing business, operational or regulatory relationship with Account Debtor or (C) conduct of any such provision, nor prevent that party from thereafter enforcing any other provision of this Agreementits Medicare Part D business. The foregoing shall in no way limit 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 itPurchaser set forth in Section 7(d) hereof. (e) The Employee agrees upon request It is understood and agreed that money damages would not be a sufficient remedy for any breach or threatened breach of this Agreement by Seller or Servicer and that Purchaser shall be entitled to execute seek specific performance and injunctive or other equitable relief as a remedy for any further documents such breach or instruments necessary threatened breach to the extent permitted by law. In the event that such equitable relief is granted, such remedy or desirable remedies shall not be deemed to carry out be the purposes exclusive remedy or intent remedies for breach or threatened breach of this Agreement but shall be in addition to all other remedies available to Purchaser at law or equity. (f) BOA is an intended third-party beneficiary of all of the representations, warranties and covenants of the Seller and the Servicer set forth 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 ALLSeller and Purchaser hereby agree to the language of Rite Aid Corporation’s Current Report on Form 8-K set forth on Exhibit K hereto, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIMEwhich Rite Aid Corporation intends to file with the Securities and Exchange Commission on or after the date of this Agreement. Seller and Purchaser shall, WITH OR WITHOUT CAUSEand shall cause their respective Affiliates to, consult with each other and to agree to the language of any subsequent press release or other public announcement regarding the transactions contemplated hereby. In any marketing materials of BOA, neither Seller nor Rite Aid Corporation shall be named. Nothing contained in this Section shall prevent Rite Aid Corporation from disclosing the existence, terms and conditions of this Agreement and the transactions contemplated hereby in connection with its securities law disclosure obligations or as otherwise required by law or legal process; provided that any such filing shall be in consultation with BOA (or consistent in all material respects with a prior filing made in consultation with BOA). (h) Part D Receivable Trust 2020-1 (the “Trust”) is a Delaware statutory trust organized in series. As such, the Trust may issue separate series of beneficial interests (each a “Series”) in segregated pools of assets of the Trust pursuant to Section 3806(b)(2) of the Delaware Statutory Trust Act, and each Series is a separate series of the Trust within the meaning of Section 3806(b)(2) of the Delaware Statutory Trust Act. Separate and distinct records shall be maintained by the Trust for each Series and the assets of the Trust associated with each Series shall be held and accounted for by the Trust separately from the assets of any other Series and the assets of the Trust generally. This Agreement is entered into only with respect to Series D of the Trust. (i) No debt, liability or obligation of Series D shall be a debt, liability or obligation of any other Series or the Trust generally, (ii) the debts, liabilities and obligations or expenses incurred, contracted for or otherwise existing with respect to Series D shall be enforceable against the assets of Series D only and not against any other assets of the Trust generally or the assets of any other Series, and (iii) except as provided for in the Trust Agreement or in a Series Supplement, none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Trust generally or the assets of any other Series shall be enforceable against the assets of Series D. (i) It is expressly understood and agreed by the parties hereto that (1) this Agreement is executed and delivered on behalf of the Purchaser by the Owner Trust Trustee, not individually or personally, but solely as owner trustee of the Purchaser under the Trust Agreement, in the exercise of the powers and authority conferred and vested in it, (2) each of the representations, undertakings and agreements herein made on the part of the Purchaser is made and intended not as personal representations, undertakings and agreements by the Owner Trust Trustee but is made and intended for the purpose for binding only, and is binding only on, the Purchaser, (3) nothing herein contained shall be construed as creating any duty or liability on the Owner Trust Trustee, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (4) the Owner Trust Trustee has not made and will not make any investigation into the accuracy or completeness of any representations or warranties made by the Purchaser hereunder and (5) under no circumstances shall the Owner Trust Trustee be personally liable for the payment of any indebtedness, indemnification or expenses of the Purchaser, or for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Purchaser under this Agreement or the other Transaction Documents (as defined in the Trust Agreement).

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 its i) Any notice to the parties set forth at Escrow Agent shall be sent to the end of this Agreement or such other Company’s address as with a party may request by notifying copy to the other in writingparty hereto. (cd) 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

General Provisions. (a) This Words of any gender used herein shall be construed to include any other gender, and words in the singular number shall be held to include the plural, unless the context otherwise requires, (b) the terms and provisions of this Lease Agreement will shall inure to the 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 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 shall be delivered or mailed by Registered or Certified mail, postage paid, to the party to whom given at the address set forth above or at such other address as such party may specify in accordance with this clause; (f) if any provision of this Lease Agreement 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 in accordance with the internal substantive lawslaws 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, but not liabilities or losses (including attorney's fees) arising out of a breach of this warranty; (i) Landlord and Tenant shall each have the choice right to contest in good faith the validity or amount of law rules any tax, assessment, license fee, excise fee and other charge for which it is responsible under this Lease Agreement provided that no contest by Tenant may be undertaken unless tenant shall, upon Landlord's request, deposit with Landlord adequate and sufficient security against any loss or damage which may ensue or involve the reasonable possibility of Utah. This Agreement represents forfeiture, sale or disturbance of Landlord's interest in the Premises and that upon the final determination of any contest by Tenant, Tenant shall immediately pay and satisfy the amount found to be due, together with any costs, penalties and interest; (j) in any case where either party hereto is required to do any act, other than the making of any payment of Rental, the time for performance thereof shall, be extended for a period equal to any delay caused by or resulting from any act of God, war, civil commotion, fire, casualty, labor difficulties, shortages of labor, materials or equipment, governmental regulations or other causes beyond such party's reasonable control, to the extent that the performance of such obligation was actually prevented thereby; and (k) this instrument constitutes the entire agreement between the parties with respect relating to the issuance of the Shares to the Employeesubject matter hereof and supercedes all prior negotiations, contracts or understandings. (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) This Agreement contains the entire agreement between me and the Company with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings related to the subject matter hereof, whether written or oral; provided however, that, with respect to periods through the date hereof, this Agreement will not supersede the Employee Non-competition, Non-solicitation, Confidential Information and Work Product Agreements between the Company (including its predecessor Xxxx.xxx Inc.) and me that were in effect prior to the date hereof (the “Prior Employee Obligations Agreements”), which will continue in full force and effect with respect to such periods; provided, however, that in the event of a conflict between any provision of this Agreement and any provision of the Prior Employee Obligations Agreements, the provision of this Agreement will prevail. This Agreement may not be modified except by written agreement signed by the Company and me. (b) This Agreement will be governed by and construed and enforced in accordance 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 laws of the Shares to State of New York if I am not a citizen of the Employee. People’s Republic of China (b) Any noticethe “PRC”), demand or request required or permitted to be given by either and in accordance with the Company or laws of the Employee pursuant to PRC if I am a citizen of the terms PRC, in each case exclusive of such jurisdiction’s principles of conflicts of law. If, under the applicable law, any portion of this Agreement will is at any time deemed to be in writing and conflict with any applicable statute, rule, regulation or ordinance, such portion will be deemed given when delivered personally to be modified or deposited in altered to conform thereto or, if that is not possible, to be omitted from this Agreement; the U.S. mailinvalidity of any such portion will not affect the force, First Class with postage prepaid, effect and addressed to validity of the parties at the addresses remaining portion hereof. Each of the parties set forth at the end hereto irrevocably (i) agrees that any dispute, controversy, difference or claim arising out of, relating to, or concerning any interpretation, construction, performance or breach of this Agreement or may be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (“HKIAC”) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. There will be one arbitrator, selected in accordance with the Arbitration Rules. The decision of the arbitrator will be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. The parties to the arbitration will each pay an equal share of the costs and expenses of such other address as a arbitration, and each party may request by notifying will separately pay for its respective counsel fees and expenses; provided, however, that the other prevailing party in writingany such arbitration will be entitled to recover from the non-prevailing party its reasonable costs and attorney fees. (c) The rights In the event that any provision of the Company under this Agreement is determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time, over too large a geographic area, over too great a range of activities, it will be transferable interpreted to any one extend only over the maximum period of time, geographic area or more persons or entities, and all covenants and agreements hereunder will inure range of activities as to the benefit of, and which it may be enforceable by the Company’s successors and assignsenforceable. (d) Either party’s failure to enforce If, after application of paragraph (c) above, any provision of this Agreement will be determined to be invalid, illegal or otherwise unenforceable by any court of competent jurisdiction, the validity, legality and enforceability of the other provisions of this Agreement will not in any way be construed as a waiver of any such provisionaffected thereby. Any invalid, nor prevent that party from thereafter enforcing any other illegal or unenforceable provision of this Agreement. The rights granted both parties hereunder are cumulative Agreement will be severed, and after any such severance, all other provisions hereof will not constitute a waiver of either party’s right to assert any other legal remedy available to itremain in full force and effect. (e) The Employee agrees upon request SOHU and I agree that either of us may waive or fail to execute enforce violations of any further documents part of this Agreement without waiving the right in the future to insist on strict compliance with all or instruments necessary or desirable to carry out the purposes or intent parts 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 ALLMy obligations under this Agreement will survive the termination of my employment with SOHU regardless of the manner of or reasons for such termination, AND SHALL NOT INTERFERE WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY AT ANY TIMEand regardless of whether such termination constitutes a breach of any other agreement I may have with SOHU. My obligations under this Agreement will be binding upon my heirs, WITH OR WITHOUT CAUSEexecutors and administrators, and the provisions of this Agreement will inure to the benefit of the successors and assigns of SOHU. (g) I agree and acknowledge that the rights and obligations set forth in this Agreement are of a unique and special nature and necessary to ensure the preservation, protection and continuity of SOHU’s business, employees, Confidential Information, and intellectual property rights. Accordingly, SOHU is without an adequate legal remedy in the event of my violation of any of the covenants set forth in this Agreement. I agree, therefore, that, in addition to all other rights and remedies, at law or in equity or otherwise, that may be available to SOHU, each of the covenants made by me under this Agreement will be enforceable by injunction, specific performance or other equitable relief, without any requirement that SOHU have to post a bond or that SOHU have to prove any damages.

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.

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 EmployeeTexas. (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: General Counsel) 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. (cd) 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 Section 409A of the Code 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. 3.1 All Confidential Information is and shall remain the property of the Disclosing Party. Nothing contained in this Agreement shall be construed as granting or conferring any rights by license or otherwise, either express, implied or by estoppel, to any Confidential Information, or under any patent, copyright, trademark or trade secret of the Disclosing Party. 3.2 ALL CONFIDENTIAL INFORMATION FURNISHED UNDER THIS AGREEMENT IS PROVIDED BY DISCLOSING PARTY “AS IS, WITH ALL FAULTS.” DISCLOSING PARTY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, COMPLETENESS, PERFORMANCE, MERCHANTABILITY, FITNESS FOR USE, NONINFRINGEMENT OR OTHER ATTRIBUTES OF ITS CONFIDENTIAL INFORMATION. 3.3 Receiving Party should not rely on any information provided by Disclosing Party (aor their respective staff, agents, designated representatives and attorneys) in connection herewith, whether transmitted orally or in writing as a statement, opinion, or representation of fact. Interested parties should satisfy themselves through independent investigations as they or their legal and financial advisors see fit. 3.4 Upon request by the Disclosing Party at any time, the Receiving Party shall return to the Disclosing Party all copies or extracts of the Disclosing Party’s Confidential Information, in any medium, and certify, in writing by an authorized officer of the Receiving Party, the destruction of the same to the Disclosing Party. 3.5 Neither party may assign or transfer this Agreement or any of its rights hereunder or delegate any of its obligations hereunder (whether by merger, operation of law or in any other manner) without the prior written consent of the other party, which consent may be withheld at such party’s sole discretion. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the parties, their permitted successors and permitted assigns. 3.6 Receiving Party may not remove, export or reexport from the United States any Confidential Information or any direct product thereof except in compliance with, and with all licenses and approvals required under applicable export laws and regulations, including without limitation, those of the U.S. Department of Commerce. 3.7 Nothing in this Agreement shall be construed to require either party to negotiate or enter into any business transaction with the other party and any such business transaction shall be governed solely by its applicable written agreement entered into by the parties if, when and as executed by the parties. 3.8 This Agreement will does not create any agency or partnership relationship. 3.9 This Agreement shall be construed and governed by the internal substantive lawslaws of the State of California, but not the choice without giving effect to its conflicts of law rules principles. The parties hereby submit to the personal jurisdiction of Utah. and agree that any legal proceeding with respect to or arising under this Agreement shall be brought solely in, the United States Bankruptcy Court at Oakland, California. 3.10 If any legal action or proceeding is commenced in connection with a dispute arising hereunder, the prevailing party shall be entitled to recover all attorneys’ fees and costs incurred in connection with such dispute. 3.11 This Agreement represents constitutes the entire agreement between the parties with respect to the issuance subject matter hereof and supersedes any prior understanding and agreements between and among them respecting the subject matter hereof. It shall not be modified except by a written agreement signed by both parties. No delay, failure or waiver of the Shares to the Employee. (b) Any notice, demand either party’s exercise or request required partial exercise of any right 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 remedy under this Agreement will be transferable shall operate to any one limit, impair, preclude, cancel, waive or more persons otherwise affect such right 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 remedy. No waiver of any provision of this Agreement will not in any way be construed as shall constitute a waiver of any such provision, nor prevent that party from thereafter enforcing any other provision(s) or of the same 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 iton another occasion. (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 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. Xxxx Xxxxxx 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 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,